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 June 30, 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 August 15, 1999
                                                         4,031,364
$.33-1/3 Par Value


GENERAL HOUSEWARES CORP.
INDEX

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS (UNAUDITED)

                                                                  Page Number

           Consolidated Condensed Statements of Operations
           and Retained Earnings
                     Three months and six months ended
                     June 30, 1999 and 1998                             2

           Consolidated Condensed Statements of
           Comprehensive Income (Loss)
                     Three months and six months ended
                     June 30, 1999 and 1998                             3

           Consolidated Condensed Balance Sheets
                     June 30, 1999 and December 31, 1998                4

           Consolidated Condensed Statements of Cash Flows
                     Six months ended June 30, 1999 and 1998            5

           Notes to Consolidated Condensed Financial Statements         6

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     FINANCIAL CONDITION AND RESULTS OF OPERATIONS     11

PART II    OTHER INFORMATION                                           16

ITEM 1.    LEGAL PROCEEDINGS                                           16

item 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS           16

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                            17

           SIGNATURES                                                  17

PART I     FINANCIAL INFORMATION

GENERAL HOUSEWARES CORP. & SUBSIDIARIES
(Dollars in thousands except per share amounts)

Consolidated Condensed Statements of Operations and Retained Earnings
(Unaudited)

<TABLE>
<CAPTION>

                                         For the three months  For the six months
                                            ended June 30,      ended June 30,
                                           1999       1998      1999      1998


<S>                                       <C>       <C>       <C>       <C>
Net sales                                 $21,831   $20,900   $46,705   $41,944
Cost of goods sold                         12,085    12,307    26,623    25,281
                                          -------   -------   -------    -------
Gross profit                                9,746     8,593    20,082    16,663
Non-recurring charges                           -         -     1,980     1,500
Selling, general and
  administrative expenses                   9,707     8,314    18,848    18,284
                                          -------   -------    ------    -------
Operating income (loss)                        39       279      (746)   (3,121)
Interest expense, net                         338       582       679     1,208
                                          -------   -------   -------    -------
Loss from operations
 before income tax benefit                   (299)     (303)   (1,425)   (4,329)
Income tax benefit                           (126)     (102)     (599)   (1,427)
                                          -------   -------   -------    -------
Net loss for the period                      (173)     (201)     (826)   (2,902)

Retained earnings,
 beginning of period                       24,885    23,716    25,538    26,722

Less:  Dividends ($.08 per
 quarter per common share
 in 1998)                                       -       304         -       609
                                          -------   -------   -------    -------

Retained earnings,
 end of period                            $24,712   $23,211   $24,712   $23,211

Basic and diluted loss per common share:
 Net loss                                  ($0.04)   ($0.05)   ($0.21)   ($0.76)

Weighted average shares
 outstanding (basic and
 diluted)                              3,875,000  3,813,000 3,867,000  3,813,000

See notes to consolidated condensed financial statements.
</TABLE>


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
<TABLE>
<CAPTION>

                                                 For the three months        For the six months
                                                    ended June 30,             ended June 30,
                                                  1999        1998           1999        1998

<S>                                             <C>         <C>            <C>        <C>
Net loss                                        $ (173)     $ (201)        $ (826)    $ (2,902)
Other comprehensive income (loss)
 net of tax:
Foreign currency translation
 adjustment                                        195        (177)           366        (171)
                                                ------       ------        ------     --------
Comprehensive income (loss)                     $   22      $ (378)        $ (460)   $ (3,073)
                                                ======      =======        =======   =========

See notes to consolidated condensed financial statements.

</TABLE>

CONSOLIDATED CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                              As of
                                                                      June 30,      December 31,
                                                                       1999           1998
                                                                    (Unaudited)
ASSETS

Current Assets:
<S>                                                                  <C>                 <C>
Cash                                                                 $   150             $ 1,598
Accounts receivable, less allowance of
  $1,588 ($3,242 in 1998)                                             13,508              16,158
Inventories                                                           24,951              19,122
Deferred tax asset                                                     3,016               3,016
Other current assets                                                     852               1,453
Income taxes refundable                                                  930                   -
                                                                     -------              -------
           Total current assets                                       43,407               41,347

Notes receivable                                                         941                2,578
Property, plant and equipment, net                                     9,638                9,492
Other assets                                                           1,026                1,744
Patents and other intangible assets                                    2,453                2,307
Cost in excess of net assets acquired                                 22,415               22,766
                                                                     -------              -------
Total Assets                                                         $79,880              $80,234
                                                                     =======              =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Current maturities of long-term debt                                 $ 1,616             $  1,616
Notes payable                                                              -                  600
Accounts payable                                                       1,802                2,116
Salaries, wages and related benefits                                   1,949                1,696
Accrued liabilities                                                    2,923                3,386
Income taxes payable                                                       -                1,122
                                                                     -------              -------
           Total current liabilities                                   8,290               10,536

Long-term debt                                                        23,143               21,143
Deferred liabilities                                                   1,339                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 - 1999 - 4,308,172
 and 1998- 4,097,379 shares                                            1,436                1,434
Capital in excess of par value                                        25,038               24,761
Treasury stock at cost - 1999 and
 1998 - 277,760 shares                                                (3,649)              (3,649)
Retained earnings                                                     24,712               25,538
Cumulative transition adjustment                                        (429)                (795)
                                                                     --------             -------
Total stockholders' equity                                            47,108               47,289
                                                                     --------            -------
Total Liabilities and Stockholders' Equity                          $ 79,880              $80,234
                                                                    ========              =======

See notes to consolidated condensed financial statements.
</TABLE>


CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>

                                                                         For the six months
                                                                           ended June 30,
                                                                         1999         1998
OPERATING ACTIVITIES:
<S>                                                                     <C>         <C>
Net loss                                                                ($826)      ($2,902)
Adjustments to reconcile net loss to net
 cash(used for)provided by operating
 activities -
Depreciation and amortization                                           2,322        3,026
Loss on sale of assets                                                      -        1,500
Note receivable write off                                               1,500            -
Compensation related to stock awards                                      266            -
Decrease (increase) in operating assets:
Accounts receivable                                                     2,650          409
Inventory                                                              (5,808)        (314)
Other assets                                                              638          395
(Decrease) increase in operating liabilities:
Accounts payable                                                         (314)        (131)
Salaries, wages and related benefits,
 accrued and deferred liabilities                                        (137)          80
Income taxes payable (refundable)                                      (2,052)      (1,975)
                                                                       ------      --------
 Net cash(used for)provided by
  operating activities:                                                (1,761)          88
                                                                       ------      --------

INVESTING ACTIVITIES:
Additions to property, plant
 and equipment                                                         (1,799)      (2,436)
Proceeds from sale of assets                                              158        5,375
Additions to cost in excess of net
 assets acquired                                                            -          (10)
Note receivable activity                                                  349          387
                                                                       -------      -------
Net cash (used for)provided by
 investing activities                                                  (1,292)       3,316
                                                                       -------      -------

FINANCING ACTIVITIES:
Debt borrowing (repayment)                                              1,400       (4,472)
Proceeds from stock options and
 employee purchases                                                        13           33
Dividends paid                                                              -         (609)
 Net cash provided by(used for)                                        -------      -------
  financing activities                                                  1,413       (5,048)
Net decrease in cash and                                               -------      -------
 cash equivalents                                                      (1,640)      (1,644)
Cash and cash equivalents at beginning
 of period                                                              1,598        2,363
Effect of exchange rate on cash                                           192         (104)
                                                                       -------      -------
Cash and cash equivalents at
 end of period                                                           $150         $615
                                                                       =======      =======

See notes to consolidated condensed financial statements.

</TABLE>


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

                                                    June 30,     December 31,
                                                     1999           1998

Raw materials                                       $ 2,293       $ 2,277
Work in process                                       1,001           842
Finished goods                                       20,570        15,027
                                                    -------       -------
                                                    $23,864       $18,146

LIFO Reserve                                          1,087           976
                                                    -------       -------
           Total, net                               $24,951       $19,122
                                                    =======       =======

NOTE 3 - PROPERTIES
                                                    June 30,     December 31,
                                                    1999           1998

Land                                                $   387       $   397
Buildings                                             3,441         3,545
Equipment                                            19,648        17,940
                                                    -------       -------
Total                                               $23,476       $21,872

Accumulated depreciation                            (13,838)      (12,380)
                                                    -------       -------
 Total, net                                         $ 9,638       $ 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 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 were eliminated June 30, 1999.


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 June 30,

1999                                       K&HT     PCT        CUT
Net sales                                 $ 10,632  $   4,522 $  3,879
Divisional operating income               $  3,822  $   1,545 $    642
Depreciation and
  amortization expense                    $    217  $     123 $    450
Total identifiable assets                 $ 17,065  $  12,135 $ 26,772
Identifiable capital
  expenditures                            $    730  $      48 $    234

1999                                      RET       OTHER     TOTAL
Net sales                                 $  1,469  $   1,329 $ 21,831
Divisional operating income               $    340  $     344 $  6,693
Depreciation and
  amortization expense                    $     57  $      15 $    862
Total identifiable assets                 $  1,768  $     613 $ 58,353
Identifiable capital
  expenditures                            $      -  $      14 $  1,026

1998                                      K&HT      PCT       CUT
Net sales                                 $   8,225 $   5,312 $   5,053
Divisional operating income               $   2,372 $   1,951 $     750
Depreciation and
  amortization expense                    $     231 $     110 $     430
Total identifiable assets                 $  12,334 $   9,980 $  28,517
Identifiable capital
  expenditures                            $     576 $      38 $     217

1998                                      RET       OTHER     TOTAL
Net sales                                 $   1,349 $     961 $  20,900
Divisional operating income               $     291 $    (133)$   5,231
Depreciation and
  amortization expense                    $      73 $       6 $     850
Total identifiable assets                 $   2,089 $   1,039 $  53,959
Identifiable capital
  expenditures                            $      11 $      34 $     876


A reconciliation of total segment information to total consolidated
financial information for the three months ended June 30, 1999 and 1998 is
as follows:

                                                      1999              1998
Divisional operating income                         $ 6,693          $  5,231
Unallocated corporate S, G & A                        6,654             4,952
                                                    -------          --------
Loss before interest and taxes                           39               279
Unallocated interest expense                            338               582
                                                    -------          --------
Loss before income taxes                            $  (299)         $   (303)

                                                      1999              1998
Identified depreciation and amortization            $   862          $    850
Unallocated information systems and corporate
  facility depreciation                                 237               370
                                                    -------          --------
Total consolidated depreciation and
  amortization                                      $ 1,099          $  1,220

                                                      1999              1998
Identifiable assets                                 $58,353          $ 53,959
Accounts receivable                                  13,508            16,158
Other unallocated assets                              8,019            10,117
                                                    -------          --------
Total consolidated assets                           $79,880          $ 80,234

                                                      1999              1998
Identifiable capital expenditures                   $ 1,026          $    876
Unallocated corporate capital expenditures               50                79
                                                    -------          --------
Total consolidated capital expenditures             $ 1,076          $    955


The table below presents financial information about reported segments for
the six months ended June 30,

1999                                      K&HT      PCT       CUT
Net sales                                 $ 22,553  $  9,715  $  8,700
Divisional operating income               $  8,259  $  3,430  $  1,326
Depreciation and
  amortization expense                    $    566  $    241  $    882
Identifiable capital
  expenditures                            $  1,138  $     85  $    402

1999                                      RET       OTHER     TOTAL
Net sales                                 $  2,747  $  2,990  $ 46,705
Divisional operating income               $    524  $    536  $ 14,075
Depreciation and
  amortization expense                    $    117  $     30  $  1,836
Identifiable capital                      $      -  $     37  $  1,662
 Expenditures

1998                                      K&HT      PCT       CUT       COOK
Net sales                                 $  15,591 $   9,866 $   9,914 $2,362
Divisional operating income               $   4,097 $   3,650 $   1,359 $  191
Depreciation and
  amortization expense                    $     740 $     219 $   1,025 $  193
Identifiable capital
expenditures                              $   1,473 $     119 $     635 $   10

1998                                      RET       OTHER     TOTAL
Net sales                                 $   2,792 $   1,419 $  41,944
Divisional operating income               $     372 $    (239)$   9,430
Depreciation and
  amortization expense                    $     164 $      29 $   2,370
Identifiable capital
 Expenditures                             $      11 $      83 $   2,331


A reconciliation of total segment information to total consolidated
financial information for the six months ended June 30, 1999 and 1998 is as
follows:

<TABLE>
<CAPTION>

                                                                1999                1998
<S>                                                           <C>                  <C>
Divisional operating income                                   $ 14,075             $  9,430
Non-recurring charges                                            1,980                1,500
Unallocated corporate S, G & A                                  12,841               11,051
                                                              --------             --------
Loss before interest and taxes                                    (746)              (3,121)
Unallocated interest expense                                       679                1,208
                                                              --------            --------
Loss before income taxes                                      $ (1,425)            $ (4,329)

                                                                1999                1998
Identified depreciation and amortization                      $  1,836             $  2,370
Unallocated information systems and corporate
  facility depreciation                                            486                  656
                                                              --------             --------
Total consolidated depreciation and
  amortization                                                $  2,322             $  3,026

                                                                1999                1998
Identifiable capital expenditures                             $ 1,662              $  2,331
Unallocated corporate capital expenditures                        137                  105
                                                              -------              --------
Total consolidated capital expenditures                       $ 1,799             $  2,436

</TABLE>

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 Precision Cutting Tools Segment revenues, second quarter 1999
and 1998 revenues of $2,059 and $2,010, respectively, were
generated by a division operating in Canada. Related divisional operating
income for that same division was $697 and $740, respectively. For the
first six months of 1999 and 1998, revenues of $3,866 and $3,835 were
generated by the same division. Related divisional operating income was
$1,292 and $1,487, respectively.

NOTE 6 - Contingencies

In the second quarter of 1999, the Company and its Board
of Directors were named as defendants in four related complaints filed on
behalf of all shareholders. In the opinion of management, the costs related
to these complaints will not have a material impact on operating results of
the Company.

NOTE 7 - Shareholder Rights Plan

In the second quarter of 1999, the Company amended its Shareholder Rights
Plan to reduce the triggering threshold from 21% to 15%. As amended, if a
person, together with such person's Affiliates and Associates (as defined),
becomes the beneficial owner of 15% or more of the outstanding common stock
of General Housewares, the outstanding Rights (other than those held by the
acquiror) become exercisable for common stock of General Housewares having
a value of two times the exercise price of the Right. Holders of 15% or
more of General Housewares common stock at the time the amendment was
adopted will not trigger the Rights unless they subsequently acquire
additional shares. The Rights may be redeemed by the Board of Directors of
the Company at a redemption price of $.01 per Right.

On August 1, 1999, the Company entered into the Second Amendment to the
Rights Agreement providing that (i) neither Corning Consumer Products
Company nor its affiliates will be considered "Beneficial Owners" (as
defined in the Rights Agreement) and (ii) the rights will expire
immediately prior to the consummation of the merger as described in Note 8.

NOTE 8 - Subsequent Events

On August 2, 1999, General Housewares Corp. and Corning Consumer Products
Company announced the signing of a definitive merger agreement with CCPC
Acquisition Corp. (the parent of Corning Consumer Products), pursuant to
which the Company's shareholders will be entitled to receive $28.75 per
share in cash. The transaction was approved by the Board of Directors of
General Housewares Corp. and is subject to the approval of the Company's
shareholders at a special meeting. The completion of the merger, which is
expected to occur in the fourth quarter of 1999, is also subject to
government filings and other closing conditions.


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 following periods:

                     Three months ended June 30,   Six months ended June 30,

                     1999            1998          1999           1998
Net sales            100.0%          100.0%        100.0%        100.0%
Cost of sales         55.4            58.9          57.0          60.3
                     -----           -----         -----         -----

Gross profit          44.6            41.1         43.0          39.7
Non-recurring
 charges                --              --          4.2           3.6

Selling, general
  and administra-
  tive expenses       44.5            39.8         40.4          43.6
                     -----           -----        -----         -----
Operating income
 (loss)                0.1             1.3         (1.6)         (7.5)
Interest expense       1.5             2.8          1.5           2.9
                     -----           -----        -----         -----

Loss before income
  taxes               (1.4)           (1.5)        (3.1)        (10.4)
Income taxes          (0.6)           (0.5)        (1.3)         (3.4)
                      -----          -----        -----         -----
Net loss              (0.8)           (1.0)        (1.8)         (7.0)


SALES 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 the financial position of the Company as of March
31, 1998 and results of operations for the three months then ended and the
six months ended June 30, 1998. The following discussion considers those
impacts.

FINANCIAL POSITION

Referring to the Company's financial position as of June 30, 1999, as
contrasted with December 31, 1998, current assets increased by $2,060 while
current liabilities decreased by $2,246. Offsetting a $1,448 drop in cash,
which resulted from the timing of cash payments and receipts and a $2,650
drop in accounts receivable due largely to the seasonality of the Company's
sales, was a $5,829 increase in inventories. 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. In
addition, inventory levels in the import businesses were impacted by
planned increases in inventory purchases in the second quarter to ensure
adequate stock levels in light of expected container shortages which were
predicted for the second half of 1999. The reduction in current liabilities
relates primarily to payment of $600 of short-term debt and payment of
income taxes, reducing income taxes payable by $1,122.

RESULTS OF OPERATIONS

Net sales for the three month period ended June 30, 1999 were $21,831, an
increase of 4.5% over net sales of $20,900 for the three months ended June
30, 1998. Net sales for the six-month period ended June 30, 1999 were
$46,705, an 11.4% increase over reported net sales of $41,944 for the same
period of 1998 and an 18.0% increase over comparative net sales (excluding
first quarter 1998 net sales of the divested Enamelware Division) in the
first six months of 1998. Gross margin dollars for the quarter ended June
30, 1999 were $9,746, an increase of $1,153 when compared to gross margin
dollars of $8,593 for the same period in 1998. Gross margin dollars for the
six month period ended June 30, 1999 were $20,082, an increase of $3,419
when compared to gross margin dollars of $16,663 for the same period in
1998. On a comparative basis, excluding first quarter 1998 gross margin
dollars of the divested Enamelware Division, first half 1999 gross
margin dollars improved $3,840. As a percentage of net sales, gross margin
improved from 41.1% for the three months ended June 30, 1998 to 44.6% in
the second quarter of 1999. On a year-to-date basis, gross margin as a
percentage of reported net sales increased from 39.7% in 1998 to 43.0% in
1999. The following details reported net sales, gross margins and
divisional operating income by reporting segment:

Kitchen and Household Tools - Net sales of the kitchen and household tools
segment for the three months ended June 30, 1999 were $10,632, an increase
of $2,407 or 29.3% as compared to net sales of $8,225 for the second
quarter of 1998. For the first six months of 1999, kitchen and household
tools net sales were $22,553, an increase of $6,962 or 44.7% over net sales
of $15,591 for the same period in 1998. Incremental sales were primarily
related to new product introductions. Gross margin as a percent of net
sales for the second quarter of 1999 improved approximately 2.5% from the
second quarter of 1998. The improvement is primarily a result of a
reduction in customer chargebacks and deductions (classified as adjustments
between gross and net sales)driven by improvements in the Company's
distribution activities. For the six-month period ended June 30, 1999,
gross margin as a percent of sales improved approximately 1.1% for the same
reasons. The increased sales volume and gross margin percentage improvement
increased gross margin dollars by $1,447 and $3,698 for the three and six
months ended June 30, 1999, respectively, over the comparable periods in
1998. Divisional operating income for the three months ended June 30, 1999
was $3,822, an increase of $1,450 over divisional operating income of
$2,372 for the same period in 1998. For the six months ended June 30, 1999,
divisional operating income was $8,259, an increase of $4,162 over the
first six months of 1998. The divisional operating income increases were
primarily a result of increased sales volume, improved shipping performance
(lowering customer chargebacks and deductions) and reduced warehouse
expense.

Precision Cutting Tools - Net sales of the precision cutting tools segment
for the three months ended June 30, 1999 were $4,522, a decrease of $790 or
14.9% as compared to net sales of $5,312 for the second quarter of 1998.
For the first six months of 1999, precision cutting tools net sales were
$9,715, a decrease of $151 or 1.5% as compared to the same period in 1998.
The decrease in the second quarter of 1999 when compared to the second
quarter of 1998 was driven primarily by the timing of shipments between the
first and second quarters. Gross margin dollars for the three months ended
June 30, 1999 were $2,110, a decline of $242 when compared to gross margin
dollars of $2,352 for the same period in 1998. Gross margin dollars for the
six months ended June 30, 1999 were $4,465, an increase of $56 when
compared to gross margin dollars of $4,409 for the six months ended June
30, 1998. As a percent of net sales, gross margin increased 2.4% and 1.3%
for the three and six-month periods ended June 30, 1999, respectively. The
improvement was primarily a result of a reduction in customer chargebacks
and deductions (classified as adjustments between gross and net sales)
driven by improvements in the Company's distribution activities. Divisional
operating income for the three months ended June 30, 1999 was $1,545, a
decrease of $406 from divisional operating income of $1,951 for the same
period in 1998. For the six months ended June 30, 1999, divisional
operating income was $3,430, a decrease of $220 from divisional operating
income of $3,650 for the first six months of 1998. The decline in
divisional operating income for the second quarter reflects the sales
volume shortfall. The decline in divisional operating income for the six
months ended June 30, 1999 was primarily a result of increased spending
related to marketing initiatives aimed at increasing market share in the
United States.

Cutlery - Net sales of the cutlery segment for the three months ended June
30, 1999 were $3,879, a decrease of $1,174 or 23.2% as compared to net
sales of $5,053 for the three months ended June 30, 1998. Net sales of the
cutlery segment for the six months ended June 30, 1999 were $8,700, a
decrease of $1,214 or 12.2% as compared to net sales of $9,914 for the six
months ended June 30, 1998. The decrease in sales from the second quarter
of 1998 was primarily a result of (1) lost distribution/SKU reduction in
the cutlery segment's domestically-produced mass line; (2) a second quarter
1998 load in of a new product line at a major retailer; and (3) retailers'
reaction to uncertainty surrounding plans for the line given the publicly
announced strategic review of the cutlery business. As a result of the
sales volume decline, gross margin dollars of $1,256 for the three months
ended June 30, 1999 reflect a drop of $460 from second quarter 1998 gross
margin dollars of $1,716. For the six months ended June 30, 1999, gross
margin dollars dropped to $2,615 from gross margin dollars of $3,404 for
the same period in 1998. This gross margin decline lead to a drop in second
quarter divisional operating income from $750 in 1998 to $652 in 1999. For
the six months ended June 30, 1999, divisional operating income was $1,326
as compared to $1,359 in the first six months of 1998.

Cookware - Cookware segment net sales for the six-month period ended June 30,
1998 were $2,362. Divisional operating income was not material for that
period. There were no cookware segment sales in the first six months of
1999 due to the sale of the Enamelware Division.

Retail Outlet Stores - Net sales for the three-month period ended June 30,
1999 at the Company's chain of outlet stores were $1,469, an increase of
$120 when compared to net sales of $1,349 for the three months ended June
30, 1998. For the six month period ended June 30, 1999, net sales at the
outlet stores were $2,747, a decrease of $45 when compared to net sales of
$2,792 in the same period of the prior year. The 1999 results reflect
same-store sales increases of 15% through the first six months as the
number of stores has dropped from 1998 levels. Gross margin increased over
1998 due to a shift in sales mix. As a result of the gross margin increase,
divisional operating income for the three months ended June 30, 1999
increased from $291 to $340 when compared to the prior year. For the six
months ended June 30, 1999, divisional operating income increased from $372
to $524 when compared to the prior year.

Other - Net sales of the "Other" segment (which consists primarily of the
Company's barbecue tool and outdoor accessories line) for the three months
ended June 30, 1999 were $1,329, an increase of 38.3% over net sales of
$961 for the same period in 1998. Net sales in the first six months of 1999
were $2,990, an increase of 110.7% over net sales of $1,419 for the same
period of 1998. The increased sales volume, which was primarily related to
distribution gains, added $389 of gross margin dollars for the three months
ended June 30, 1999 and added $791 of gross margin dollars for the six
months ended June 30, 1999. Divisional operating income for the three-month
period ended June 30, 1999 was $344 compared to a loss of $133 for the
three months ended June 30, 1998. Divisional operating income for the six
months ended June 30, 1999 was $536 compared to a loss of $239 for the six
months ended June 30, 1998.

Selling, general and administrative (S, G & A) expenses for the three month
period ended June 30, 1999 were $9,707 as compared to $8,314 for the same
period in 1998. The increase includes expenses related to Y2K enablement
(approximately $800), increased selling and royalty expense associated with
a shift in sales to the kitchen and household tools division (approximately
$250) and fees related to defending the Company against shareholder
complaints and review of strategic alternatives (approximately $300). S, G
& A expenses for the six months ended June 30, 1999 were $20,828, an
increase of $1,044 when compared to the first six months of 1998. Included
in the 1998 expense was $1,500 related to the sale of the Enamelware
Division in addition to approximately $875 of expense related to the first
quarter 1998 relocation of the majority of the Company's distribution
activities. Included in the 1999 expense was $1,500 related to the
write-off of a note receivable and $480 related to severance. After
excluding these non-recurring expenses and the impact of Y2K enablement in
both periods, S, G & A expense for the first six months of 1999 increased
approximately $489 over the first six months of 1998. This increase is
reflective of the increased sales volume during the period.

Operating income for the three months ended June 30, 1999 was $39 as
compared to operating income of $279 for the three months ended June 30,
1998. The operating loss for the first six months of 1999 was $746 compared
to an operating loss of $3,121 for the same period in 1998. Interest
expense for the three and six month periods ended June 30, 1999 decreased
$244 and $529, respectively. The decline was due primarily to lower
borrowing levels resulting from cash received as part of the sale of the
Enamelware Division. The net loss for the quarter ended June 30, 1999 was
$173 or $0.04 per diluted share. This compares to a net loss of $201 or
$0.05 per diluted share for the three months ended June 30, 1998. The net
loss for the six months ended June 30, 1999 was $826 or $0.21 per diluted
share. This compares to a net loss of $2,902 or $0.76 per diluted share for
the six months ended June 30, 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 June 30, 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 essentially completed in the
Business Applications, Facilities/Information Technology Infrastructure and
Customer Fulfillment Process sections of the Y2K program. The testing of
items was also essentially completed and Y2K contingency planning was in
process as of June 30, 1999. Final remediation and testing are currently
planned to be completed, no later than August 31, 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, in order 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 its retailer 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 contingency plans.

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 good inventory levels, securing alternate
sources of supply and other appropriate measures. Once developed,
contingency plans and related cost 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 June 30, 1999, aggregated $2,000. The future
incremental external costs of completing the Company's Y2K program are
presently estimated to be approximately $100. 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 any 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 significantly reduce 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 it's Y2K program, the possibility of
significant interruptions of normal operations should be reduced.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        On June 2, 1999 a shareholder filed suit against the Company and
its directors challenging the board of directors' decision that it would
not pursue an April 12, 1999 non-binding preliminary proposal from a third
party to acquire the Company. Two additional shareholder lawsuits raising
the same allegations were filed on June 3 and June 7, 1999. These lawsuits
were filed in the Court of Chancery of the State of Delaware and are
captioned: Goldstein v. Saxton, et al., Del.Ch., C.A. No. 17192NC (filed
June 2, 1999) (the "Goldstein Action"), Great Neck Capital Appreciation
Investment Partnership v. Saxon [sic], et al., Del. Ch., C.A. No. 17196,
and The Barry Family Limited Partnership of California v. General
Housewares Corp., et al., Del. Ch., C.A. No. 17196 . The Company and the
directors have moved to dismiss the Goldstein action, and the complaints in
the other two suits have net yet been served upon the Company or the
directors. One month after the Delaware lawsuits were filed, two other
shareholders filed suit in the Vigo County Superior Court for the State of
Indiana: Bloom v. Saxton, Vigo Superior Ct., C. No. 84D01-9908-CP-1104 (the
"Indiana Action"). The Indiana action, like the Delaware lawsuits,
challenges the board of directors' decision not to pursue the April 12,
1999 non-binding preliminary proposal from a third party. The Company and
the directors have received an extension of time to respond to the
complaint in the Indiana action. The Company and the directors intend to
vigorously defend each of these lawsuits.

Item 4.  Submission of Matters to a Vote of Security Holders

        General Housewares' annual meeting of stockholders was held on May
11, 1999. Proxies for the meeting were solicited by General Housewares
pursuant to Regulation 14A under the Securities Exchange Act of 1934.

        All of management's nominees for election to the Board of Directors
as listed in General Housewares Proxy Statement for the meeting were
elected.

Director                     Votes For             Votes Withheld
--------                     ---------             --------------
Charles E. Bradley           2,833,756             366,826
Thomas L. Francis            2,833,256             367,326
Phillip A. Ranney            2,833,757             366,826

Item 6. Exhibits and Reports on Form 8-K

A.      Exhibits

DESIGNATION                         DESCRIPTION

3(ii)                               Bylaws

10.1                                1997 Key Employees Incentive Stock Plan

10.2                                First Amendment to 1997 Key Employees
                                    Incentive Stock Plan

10.3                                Form of Employment Agreement between
                                    General Housewares Corp and 1)Alex Lee,
                                    2)Bradley Kelsheimer, 3) Ray Kulla,
                                    4)Teresa Mager and 5) Mark Scales

11                                  Computation of Earnings Per Share

27                                  Financial Data Schedule

B.      Reports on Form 8-K

May 28, 1999                        Resignation of John A. Bricker, Jr. as
                                    director.

June 25, 1999                       First Amendment to Rights Agreement between
                                    General Housewares Corp. and First Chicago
                                    Trust Company of New York.


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:  August 15, 1999                 /s/ Mark S. Scales
                                          Mark S. Scales
                                          Vice President Chief Financial
                                          Officer and Treasurer


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