SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarter ended March 31, 1999

OR

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from           to         .
Commission File No. 1-7117

GENERAL HOUSEWARES CORP.
(Exact name of Registrant as specified in its Charter)

Delaware                            41-0919772
(State or other jurisdiction of     (IRS Employer
incorporation or organization       Identification No.)
1536 Beech Street                   47804
Terre Haute, Indiana                (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (812) 232-1000

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 and (2) has been subject to such filing 
requirements for 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.

Class of Common Stock                Outstanding at May 14, 1999

$.33-1/3 Par Value                          4,027,912

GENERAL HOUSEWARES CORP.
INDEX

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

Consolidated Condensed Statements of Operations
  and Retained Earnings
  Three months ended March 31, 1999 and 1998

Consolidated Statements of Comprehensive Income (Loss)
  Three months ended March 31, 1999 and 1998

Consolidated Condensed Balance Sheets
  March 31, 1999 and December 31, 1998

Consolidated Condensed Statements of Cash Flows
  Three months ended March 31, 1999 and 1998

Notes to Consolidated Condensed Financial Statements

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

PART II  OTHER INFORMATION

ITEM 6.  EXHIBITS

SIGNATURES

COMPUTATION OF EARNINGS PER SHARE (basic & diluted)

FINANCIAL DATA SCHEDULE

PART I  FINANCIAL INFORMATION
GENERAL HOUSEWARES CORP. & SUBSIDIARIES
(Dollars in thousands except per share amounts)

Consolidated Condensed Statements of Operations
and Retained Earnings

                                               For the three months
                                                 ended March 31,
                                                    (Unaudited)
                                                1999          1998
Net sales                                       $24,874       $21,044
Cost of goods sold                               14,538        12,974
                                                -------       -------
Gross profit                                     10,336         8,070
Non-recurring charges                             1,980         1,500
Selling, general and
 administrative expenses                          9,141         9,970
                                                -------       -------
Operating loss                                     (785)       (3,400)
Interest expense, net                               341           626
                                                -------       -------
Loss from operations before
 income tax benefit                              (1,126)       (4,026)
Income tax benefit                                 (473)       (1,325)
                                                 -------      -------
Net loss for the period                             (653)      (2,701)

Retained earnings, beginning of period            25,538       26,722

Less:  Dividends ($.08 per common share
 in 1998)                                             -           305
                                                 -------     --------

Retained earnings, end of period                 $24,885      $23,716

Basic loss per common share                 $ (0.17)       $(0.71)

Diluted loss per common share               $ (0.17)       $(0.71)

Weighted average shares outstanding                3,858         3,812
 (basic and diluted) 

See notes to consolidated condensed financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

								For the three months
								  ended March 31,
								1999			1998
								    (Unaudited)

Net loss							$(653)		$(2,701)
Other comprehensive income,
  net of tax:
Foreign currency translation adjustments		  171			      6
								 ----			-------
Comprehensive loss					$(482)		$(2,695)

See notes to consolidated condensed financial statements.

CONSOLIDATED CONDENSED BALANCE SHEETS

                                                        As of
                                                March 31,    December 31,
                                                  1999          1998
                                                (Unaudited)
ASSETS

Current Assets:
Cash                                           $   861      $  1,598
Accounts receivable, less allowance of
$2,500 ($3,240 in 1998)                         17,016        16,158
Inventories                                     20,064        19,122
Deferred tax asset                               3,016         3,016
Other current assets                             1,116         1,453
Income taxes refundable                            445           -  
                                               -------      --------

  Total current assets                          42,518        41,347

Notes receivable                                 1,013         2,578
Property, plant and equipment, net               9,326         9,492
Other assets                                     1,072         1,744
Patents and other intangible assets              2,514         2,307
Cost in excess of net assets acquired           22,589        22,766
                                               -------      --------
Total Assets                                   $79,032       $80,234

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Current maturities of long-term debt           $ 1,616      $  1,616
Notes payable                                        -           600
Accounts payable                                 1,915         2,116
Salaries, wages and related benefits             1,731         1,696
Accrued liabilities                              2,368         3,386
Income taxes payable                                 -         1,122
                                               -------     --------
  Total current liabilities                      7,630        10,536

Long-term debt                                  23,143        21,143
Deferred liabilities                             1,312         1,266
Stockholders' Equity:
Preferred stock - $1.00 par value:
 Authorized - 1,000,000 shares
Common stock - $.33-1/3 par value:
 Authorized - 10,000,000 shares
 Outstanding (including
  treasury stock) - 1999 - 4,311,611
 and 1998 - 4,310,967 shares                    1,436         1,434

Capital in excess of par value                 24,899        24,761
Treasury stock at cost - 1999 and 
 1998 - 277,760 shares                         (3,649)       (3,649)
Retained earnings                              24,885        25,538
Accumulated other comprehensive loss             (624)         (795)
                                              -------       -------
Total stockholders' equity                     46,947        47,289
                                               ------        ------
Total Liabilities and Stockholders' Equity    $79,032       $80,234

See notes to consolidated condensed financial statements.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                            For the three months
                                               ended March 31,
                                                 (Unaudited)
                                            1999            1998
OPERATING ACTIVITIES:
Net loss                                    $  (653)       $(2,701)
Adjustments to reconcile net loss to net
 cash (used for) provided by                      
 operating activities:
Depreciation and amortization                 1,223             1,806
Loss on sale of assets                            -             1,500
Compensation related to stock awards            133                 -
Write-down of note receivable                 1,500                 -
(Increase) decrease in operating assets:
Accounts receivable                            (858)            1,584
Inventory                                      (942)              245
Other assets                                    673               780
(Decrease) increase in operating liabilities:
Accounts payable                               (201)              670
Salaries, wages and related benefits,
 accrued and deferred liabilities              (937)              178
Income taxes payable (refundable)            (1,567)           (2,213)
                                            -------           -------
 Net cash (used for) provided by
  operating activities:                      (1,629)            1,849

INVESTING ACTIVITIES:
Additions to property, plant
 and equipment, net                            (723)           (1,481)
Proceeds from sale of assets                    158             4,900
Note receivable activity                        103                 -
                                            -------          --------
 Net cash (used for) provided by 
  investing activities                         (462)            3,419

FINANCING ACTIVITIES:
Debt borrowing (repayment)                    1,400            (7,222)
Proceeds from stock options and
 employee stock purchases                         7                20
Dividends paid                                    -              (305)
                                            -------          --------
 Net cash provided by (used for)
  financing activities                        1,407            (7,507)
                                            -------          --------
Net decrease in cash and
 cash equivalents                              (684)           (2,239)
Cash and cash equivalents at beginning
 of period                                    1,598             2,363
                                            -------          --------
Effect of exchange rate on cash                 (53)              (10)
                                            -------          --------
Cash and cash equivalents at
 end of period                                 $861              $114

See notes to consolidated condensed financial statements.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands)

NOTE 1 - GENERAL

The accompanying interim Consolidated Condensed Financial Statements have been 
prepared by the Company, without audit, pursuant to the rules and regulations 
of the Securities and Exchange Commission.  Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed or omitted 
pursuant to such rules and regulations.  However, in the opinion of 
management, the financial statements included herein reflect all adjustments 
necessary to present fairly the financial information for the periods 
presented.  The Consolidated Condensed Financial Statements should be read in 
conjunction with the Consolidated Financial Statements and notes thereto 
included in the Company's 1998 Annual Report on Form 10-K.

NOTE 2 - INVENTORIES

                                          March 31,   December 31,
                                          1999        1998

Raw materials                            $ 1,869     $ 2,277
Work in process                              987         842
Finished goods                            16,020      15,027
                                         -------     -------
                                          18,876      18,146

LIFO Reserve                               1,188         976
                                         -------     -------
  Total, net                             $20,064     $19,122

NOTE 3 - PROPERTIES
                                          March 31,   December 31,
                                          1999        1998

Land                                     $   387     $   387
Buildings                                  3,441       3,545
Equipment                                 18,602      17,940
                                         -------     -------
Total                                     22,430      21,872

Accumulated depreciation                 (13,104)    (12,380)
                                         -------     -------
 Total, net                              $ 9,326     $ 9,492

NOTE 4  NON-RECURRING CHARGES

Effective March 31, 1998, the Company sold its enamelware cookware business.  
While the Company received consideration in excess of the book value of 
tangible assets sold, non-cash charges related to the sale included a write-off 
of goodwill and a defined benefit pension plan curtailment.  As a result of the 
sale, the Company recorded a non-recurring charge of $1,500 in the first 
quarter of 1998. In the first quarter of 1999, the Company recorded a $1,500 
charge against earnings for the write-off of the entire remaining balance of a 
note receivable related to the 1996 sale of its aluminum and cast iron cookware 
division.  The Company also recorded $480 of severance in the first quarter of 
1999 related to two officer positions that will be eliminated June 30, 1999.  
Cash outlays related to the severance payments will be made from July 1, 1999 
to June 30, 2000.

NOTE 5  SEGMENT INFORMATION

The Company is organized based on product lines which have distinct brand names 
and are managed as autonomous marketing units.  The Company evaluates 
performance and allocates resources to segments based on divisional operating 
income.  Divisional operating income is calculated by deducting direct 
operating expenses from gross profit.  Direct operating expenses include 
certain marketing, warehousing, cooperative advertising and administrative 
charges (intangible amortization and royalty charges) that are structured for 
divisional tracking or are consistently allocated to the divisional level.  
General marketing overhead expenses, selling costs and general corporate 
overhead expenses are allocated to the divisional level from time to time, but, 
in general, are not used to make operating decisions and assess performance.  
These costs are excluded from divisional operating income.  Assets that are 
identifiable for segment reporting purposes include inventories, property, 
plant and equipment, patents and other intangible assets and cost in excess of 
net assets acquired.

The Company has identified the following segments as reportable segments for 
purposes of segment reporting:  Kitchen and Household Tools (K&HT), Precision 
Cutting Tools (PCT), Kitchen Cutlery (CUT), Cookware (COOK), Retail Outlet 
Stores (RET) and Other Housewares-Related Products (Other).  The table below 
presents information about reported segments for the quarters ended March 31, 

1999					K&HT		PCT		CUT
Net sales				$ 11,921	$  5,193	$  4,821
Divisional operating income	$  4,437	$  1,885	$    684
Depreciation and
  amortization expense		$    349	$    118	$    432
Total identifiable assets	$ 13,082	$ 10,748	$ 26,085
Identifiable capital
  expenditures		      $    408	$     37	$    168

1999					RET		OTHER		TOTAL
Net sales				$  1,278	$  1,661	$ 24,874
Divisional operating income	$    184	$    192	$  7,382
Depreciation and
  amortization expense		$     60	$     15	$    974
Total identifiable assets	$  2,002	$  1,332	$ 53,249
Identifiable capital
  expenditures		      $      -	$     23	$    636

1998					K&HT		PCT		CUT		COOK
Net sales				$  7,366	$  4,554	$  4,861	$  2,362
Divisional operating income	$  1,725	$  1,699	$    609	$    191
Depreciation and
  amortization expense		$    509	$    109	$    595	$    193
Total identifiable assets	$ 11,892	$  9,914	$ 28,485	$      -
Identifiable capital
  expenditures		      $    897	$     81	$    418	$     10

1998					RET		OTHER		TOTAL
Net sales				$  1,443	$    458	$ 21,044
Divisional operating income	$     81	$   (106)	  4,199
Depreciation and
  amortization expense		$     91	$     23	$  1,520
Total identifiable assets	$  1,788	$  1,512	$ 53,591
Identifiable capital
  expenditures                $      -	$     49	$  1,455

A reconciliation of total segment information to total consolidated financial 
information for the three months ended March 31, 1999 and 1998 is as follows:

								1999			1998
Divisional operating income				$ 7,382		$ 4,199
Unallocated corporate S, G & A			  4,617		  6,099
Non-recurring charges					  1,980		  1,500
Loss before interest and taxes		         (785)		 (3,400)
Unallocated interest expense				    341		    626
Loss before income taxes       			$(1,126)	      ($4,026)

								1999			1998
Identified depreciation and amortization		$   974		$ 1,520
Unallocated information systems and corporate
  facility depreciation					    249		    286
Total consolidated depreciation and 
  amortization						$ 1,223		$ 1,806

								1999			1998
Identifiable assets					$53,249		$53,591
Accounts receivable					 17,016		 16,158
Other unallocated assets				  8,767		 10,485
Total consolidated assets				$79,032		$80,234

								1999			1998
Identifiable capital expenditures			$   636		$ 1,455
Unallocated corporate capital expenditures	     87		     26
Total consolidated capital expenditures		$   723		$ 1,481

The Company allocates distribution center expense, including related 
depreciation expense, to segments based on shipping and storage volumes.  
Related capital expenditures are allocated to identified segments in the same 
manner.

Of the total revenues derived by the Precision Cutting Tools Segment, first 
quarter 1999 and 1998 revenues of $1,807 and $1,825, respectively, were 
generated by a division operating in Canada.  Divisional operating income for 
that same division was $659 and $815 for the quarters ended March 31, 1999 and 
1998, respectively.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(In thousands)

The following table sets forth the operating data of the Company as a 
percentage of net sales for the quarterly periods ended March 31,

						1999			1998
Net sales					100.0%		100.0%
Cost of sales				 58.4%		 61.7%
						------		------
Gross profit				 41.6%		 38.3%
Selling, general and
  administrative expenses		 44.7%		 54.5%
						------		------
Operating loss    			 (3.1%)		(16.2%)
Interest expense				  1.4%		  3.0%
						------		------
Loss before taxes	            	 (4.5%)		(19.2%)
Income taxes				 (1.9%)		 (6.3%)
						------		------
Net loss		      		 (2.6%)		(12.9%)


Sale of Assets

On March 31, 1998, the Company completed the sale of certain assets related to 
its enamelware cookware business (Enamelware Division).  The transaction had a 
material impact on both the financial position of the Company as of March 31, 
1998, and results of operations for the three months then ended.  The 
following discussion considers those impacts.

Financial Position

Referring to the Company's financial position as of March 31, 1999, as 
contrasted with December 31, 1998, current assets increased by $1,171 while 
current liabilities decreased by $2,906.  Offsetting a $737 drop in cash, 
which resulted from the timing of payments and cash receipts, was an increase 
in inventories ($942) and accounts receivable ($858).  The increase in 
inventories is reflective of continued sales growth in the Company's import 
businesses.  Higher levels of inventory are needed to support the sales growth 
and are magnified by relatively longer lead times of the import 
supply chain.  The increase in accounts receivable is due primarily to an 
increase in net sales in the last two months of the first quarter of 1999 as 
compared to the last two months of the fourth quarter of 1998.  Other current 
assets dropped $337 from December 31, 1998 due the timing of cash receipts and 
cash payments.  The decrease in current liabilities also relates to the timing 
of cash receipts and payments.  Notes receivable dropped $1,565 from December 
31, 1998 due primarily to the write-off of a note receivable related to the 
1996 sale of the Company's aluminum and cast iron cookware division.

Results of Operations

Net sales for the three-month period ended March 31, 1999 were $24,874, an 
increase of 18% as compared to net sales of $21,044 for the first three months 
of 1998.  On a comparative basis, excluding first quarter 1998 sales of the 
divested Enamelware Division, net sales increased $6,192 or 33%.  Gross profit 
dollars for the quarter ended March 31, 1999 were $10,336, an increase of 
$2,266 when compared to gross profit dollars of $8,070 for the same period in 
1998.  On a comparative basis, excluding first quarter 1998 gross profit 
dollars of the divested Enamelware Division, first quarter 1999 gross profit 
dollars improved $2,687.  As a percentage of net sales, gross profit improved 
from 38.3% for the first three months of 1998 to 41.6% in the first quarter of 
1999.  The following details sales, gross profit and divisional operating 
income by reporting segment.  Divisional operating income is calculated by 
deducting direct operating expenses from gross profit.  Direct operating 
expenses include certain marketing, warehousing, cooperative advertising and 
administrative charges (intangible amortization and royalty charges) that are 
structured for divisional tracking or are consistently allocated to the 
divisional level.

Kitchen and Household Tools - Net sales of the kitchen and household tools 
segment for the first three months of 1999 were $11,921, an increase of $4,555 
or 62% as compared to net sales of $7,366 for the first three months of 1998.
Incremental sales were related primarily to new products introduced 
subsequent to March 31, 1998.  Gross profit as a percentage of net sales
remained consistent quarter-over-quarter.  The increased sales volume in the
first three months of 1999 added $2,251 of gross profit dollars.  Divisional 
operating income increased to $4,437 from $1,725 for the respective three-month 
period.  The increase is reflective of the increased sales volume as well as a 
drop in warehouse expense.

Precision Cutting Tools - Net sales of the precision cutting tools segment for 
the first three months of 1999 were $5,193, an increase of $639 or 14% as 
compared to net sales of $4,554 for the first three months of 1998.  The 
increase was primarily the result of additional product placement with an 
existing customer in the U.S. sewing and craft market.  Gross profit as a 
percentage of net sales remained consistent quarter-over-quarter.  The 
increased sales volume added $301 of gross profit dollars.  Divisional 
operating income increased to $1,885 from $1,699 for the respective three-month 
period.  The increase is reflective of the increased sales volume as well as a 
drop in warehouse expense.

Cutlery - Net sales of the cutlery segment for the first three months of 1999 
of $4,821 were relatively unchanged when compared to net sales of $4,861 in 
the first three months of 1998.  Gross profit dollars dropped from $1,688 to 
$1,359 in the quarter-over-quarter comparison due primarily to a 
special cutlery block set promotion and lower production volume
resulting in reduced fixed factory overhead absorption.  Divisional operating 
income increased to $684 from $609 for the respective three-month period.  The 
increase is reflective of a drop in warehouse expense partially offset by the 
drop in gross profit dollars. 

Cookware - Cookware segment net sales for the three-month period ended March 
31, 1998 were $2,362.  There were no cookware segment sales in the first 
quarter of 1999 due to the sale of the Enamelware Division.  The cookware 
segment provided gross profit dollars of $421 and divisional operating income 
of $191 in the first quarter of 1998.

Retail Outlet Stores  - Net sales for the first three months of 1999 at the 
Company's chain of outlet stores were $1,278, a decline of $165 when compared 
to net sales for the three months ended March 31, 1998.  While same-store sales 
increased quarter-over-quarter, store closings subsequent to March 31, 1998 
unfavorably impacted sales.  Gross profit percentages and dollars for the 
outlet store segment increased in the first three months of 1999 over the first 
quarter of 1998.  Divisional operating income increased to $184 from $81 for 
the respective three-month period.  The increase was driven by improved gross 
profit percentage. 

Other - Net sales of the "Other" segment (which consists primarily of the 
Company's barbecue tool and outdoor accessories line) for the first three 
months of 1999 were $1,661, an increase of $1,203 or 262% as compared to net 
sales of $458 for the first three months of 1998.  The increased sales volume, 
which was primarily the result of distribution gains as the barbecue and 
outdoor accessories line is relatively new, in the first three months of 1999 
added $402 of gross profit dollars.  Divisional operating income increased to 
$192 from a loss of $106 for the respective three-month period.  The increase 
is reflective of the sales growth as well as a drop in warehouse expense.

Selling, general and administrative (S,G&A) expenses for the three-month 
period ended March 31, 1999 were $9,141 as compared to $9,970 for the same 
period in 1998.  The decrease from the first three months of 1998 relates 
primarily to the first quarter 1998 relocation of the majority of the Company's 
distribution activities. After excluding these distribution-related
expenses incurred in 1998, S,G&A expense for the first three months of 
1999 was relatively flat with the prior year.

First quarter 1998, non-recurring charges include the loss on sale of the 
Company's Enamelware Division. Non-recurring charges in the first quarter of 
1999 include the write-down of the entire remaining balance of a note 
receivable resulting from the sale of the Company's aluminum and cast iron 
Cookware Division in 1996 ($1.5 million) as well as restructuring-related 
severance charges ($480).

The operating loss for the first quarter of 1999 was $785 as compared to an 
operating loss of $3,400 for the first three months of 1998.  The net loss for 
the quarter ended March 31, 1999 was $653 or $0.17 per diluted share.  This 
compares to a net loss of $2,701 or $0.71 per diluted share for the three 
months ended March 31, 1998.

Year 2000

The Year 2000 ("Y2K") computer software compliance issues affect the Company 
and most companies throughout the world.  Historically, many computer 
programs were developed using just the last two digits (rather than all 
four) to define the applicable year.  Accordingly, these programs, unless 
modified to perform otherwise, may recognize a date using the two digits 
"00" as the year 1900 rather than the year 2000.  Computer programs that do 
not recognize the proper date could generate erroneous data or cause systems 
to fail.

The Company has developed a program to address the Y2K issues. This program 
is divided into four major sections -- Business Administration, Business 
Applications, Facilities/Information Technology Infrastructure and the 
Customer Fulfillment Process.  The general phases of the program common to 
all sections are (1) inventorying Y2K items; (2) assigning priorities to 
identified items; (3) assessing the Y2K status of items that, if failed, 
would have a material impact on the Company; (4) remediating critical items 
that are not Y2K compliant; (5) testing critical items; and (6) designing 
and implementing contingency and business continuation plans.

As of March 31, 1999, the Company had inventoried, prioritized and 
assessed critical Y2K items and was substantially complete with the inventory 
for all other Y2K items.  Remediation efforts were being performed in the 
Business Applications, Facilities/Information Technology Infrastructure and 
Customer Fulfillment Process sections of the Y2K program.  The testing of 
items and Y2K contingency planning were in process as of March 31, 1999.  
The Company has completed the inventory process, the prioritization process 
and the assessment process for all four sections as of March 31, 1999.  
Remediation and testing are currently planned to be completed no later than 
June 30, 1999, for all four sections of the Y2K program.

The Company is utilizing internal personnel, contract programmers and vendors 
to identify Y2K non-compliance problems, modify code and test the 
modifications. In some cases, non-compliant software and hardware may be 
replaced.

The Company relies on third-party suppliers for finished goods, raw 
materials, water, utilities, communications, transportation and other key 
services.  Interruption of vendor and supplier operations due to Y2K issues 
would affect Company operations in a material way.  The Company has 
undertaken initiatives to evaluate the efforts of its vendors and suppliers 
to mitigate Y2K risks and determine alternatives and contingency plan 
requirements.  While approaches to reducing risks of interruption due to 
vendor and supplier failures may vary, options include identification of 
alternate suppliers and accumulation of inventory where feasible or 
warranted.  These activities are intended to provide a means of managing 
risk but cannot eliminate the potential for disruption due to third-party 
failure.

The Company is also dependent upon customers for sales and cash flow.  Y2K 
interruptions in the operations of the Company's customers could result in 
reduced sales, increased inventory or receivable levels and cash flow 
reductions.  While these events are possible, the Company believes that its 
customer base is broad enough to minimize the consequences of a single 
occurrence. The Company is, however, taking steps to monitor the status of 
customers' efforts to become Y2K compliant as a means of identifying risks 
and the need for contingencies.

In addition to the Y2K program activities described above, the Company is 
developing contingency plans intended to mitigate the possible disruption in 
business operations that may result from Y2K non-compliance problems and is 
developing cost estimates for such plans.  Contingency plans will primarily 
address issues surrounding the Company's internal software systems and the 
reliance it places on critical vendors and suppliers.  Contingency plans may 
include the identification of alternative software processing capabilities 
and the stock-piling of raw and packaging materials, increasing finished 
goods inventory levels, securing alternate sources of supply and other 
appropriate measures.  Once developed, contingency plans and related cost 
estimates will be refined on an ongoing basis as additional information 
becomes available.

External and internal costs specifically associated with modifying internal 
software for Y2K compliance are expensed as incurred.  The Company does not 
separately track the internal costs incurred for its Y2K program.  Such costs 
are principally the related payroll costs for the Company's information 
systems group.  Total external costs related to the Company's Y2K program 
incurred as of March 31, 1999, aggregated $1,175.  The future incremental 
external costs of completing the Company's Y2K program are presently estimated 
to be approximately $700.  These amounts do not include any costs associated 
with the implementation of contingency plans, which are in the process of being 
developed.  All costs related to the Company's Y2K program are being funded 
through operating cash flow.

The failure to correct a material Y2K problem could result in an interruption 
in, or failure of, certain normal business activities or operations.  Such 
failures could materially and adversely affect the Company's results of 
operations, liquidity and financial condition.  Due to the general 
uncertainty inherent in the Y2K problem, resulting in part from the 
uncertainty of the Y2K readiness of third-party suppliers and customers, 
the Company is unable to determine at this time whether the consequences of 
Y2K failures will have a material impact on the Company's results of 
operations, liquidity or financial condition.  The Company's Y2K program 
is expected to reduce significantly the Company's level of uncertainty about 
the Y2K problem and, in particular, about the Y2K compliance and readiness 
of its business partners.  The Company believes that, with the completion of 
its Y2K program as scheduled, the possibility of significant interruptions of 
normal operations should be reduced.

Forward-Looking Information

Periodically, in written reports and oral statements, the Company 
discusses its expectations regarding future performance.  These forward-
looking statements are based on currently available competitive, financial 
and economic data and management's views and assumptions regarding future 
events.  Such forward-looking statements are inherently uncertain, and 
investors must recognize that actual results may differ materially from 
those expressed or implied in the forward-looking statements.  Among the 
factors that could impact the Company's ability to achieve its stated goals 
are the following:  (i) the Company's ability to realize improvements in 
productivity and efficiency from its ADVANCE(SM) (Automated Distribution 
Value-Added Network CEnter) logistics program; (ii) significant competitive 
activity, including promotional and price competition, and changes in 
consumer demand for the Company's products; (iii) inherent risks in the 
marketplace associated with new product introductions, including 
uncertainties about trade and consumer acceptance and (iv) failure by the
Company or one or more of its significant vendors or customers to correct
a material Y2K problem.  In addition, the Company's results may also be
affected by general factors, such as economic conditions in the markets
where the Company competes.


PART II - OTHER INFORMATION

Item 6.	Exhibits and Reports on Form 8-K

Reports on Form 8-K.  There were no reports on Form 8-K filed for the three 
months ended March 31, 1999.

EXHIBITS

EX-11

EX-27

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.

GENERAL HOUSEWARES CORP.

Dated:  May 14, 1999
/s/ Mark S. Scales
    Mark S. Scales
    Vice President Chief Financial
    Officer and Treasurer

/s/ Bradley A. Kelsheimer
    Bradley A. Kelsheimer
    Corporate Controller