SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    
    
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)    
OF THE SECURITIES EXCHANGE ACT OF 1934    
    
For the quarter ended September 30, 1996    
    
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 November 14, 1996   
              
$.33-1/3 Par Value       4,054,610               
    
PART I FINANCIAL INFORMATION    
GENERAL HOUSEWARES CORP. & SUBSIDIARIES    
(Dollars in thousands except per share amounts)    
    
Consolidated Condensed Statement of Operations and Retained Earnings    
(Unaudited)    
    
<TABLE>    
<CAPTION>    
<S>                   <C>         <C>          <C>        <C>    
                      For the three months     For the nine months    
                      ended September 30,      ended September 30,    
                      1996        1995        1996        1995      
                                            
Net Sales             $26,406     $30,529     $72,621     $83,383    
Cost of goods sold     16,708      20,013      48,709      54,276    
                      -------     -------     -------     -------    
Gross profit            9,698      10,516      23,912      29,107    
Selling, general and     
  administrative    
  expenses              8,729       8,649      28,462      25,273    
                      -------     -------     -------     -------    
Operating income     
  (loss)                  969       1,867      (4,550)      3,834    
Interest Expense,     
  net                     692         842       2,050       2,226    
                      -------     -------     -------     -------    
Income (loss) from     
  operations before     
  income taxes            277      1,025       (6,600)      1,608    
Income taxes              217        420       (2,257)        664     
                      -------     -------     -------     -------    
Net income (loss) for     
  the period               60        605       (4,343)        944     
    
Retained earnings,     
  beginning     
  of period            26,115      29,770       31,119     30,029    
    
Less: Dividends     
  ($.08 quarterly   
  per common     
  share in 1996     
  and 1995)               302         299          903        897    
                     --------     -------      -------    -------    
Retained earnings,     
  end of period       $25,873     $30,076      $25,873    $30,076    
                  
                      -------     -------      -------    -------    
                      -------     -------      -------    -------    
     
Earnings per common share:                  
  Net income (loss)     $0.02     $ 0.16       ($1.15)    $ 0.25    
    
                      -------      ------       -------    ------    
                      -------      ------       -------    ------    
</TABLE>    
See notes to consolidated condensed financial statement.    
    
CONSOLIDATED CONDENSED BALANCE SHEET    
<TABLE>    
    
<S>                                <C>            <C>                
                                             As of                   
                                   September 30, December 31,       
                                   1996          1995    
                                   (Unaudited)        
                                   -----------    -----------    
ASSETS    
    
Current assets:    
Cash                                $     619      $  3,414      
Accounts receivable, less     
 allowances of $3,543     
 ($4,029 in 1995)                      14,231        16,152        
Inventories                            23,053        26,867           
                   
Deferred tax asset                      2,705         2,743    
Other current assets                    1,432           661    
Income taxes refundable                 2,289             -    
                                   -----------    ----------    
     Total current assets              44,329        49,837    
    
Note receivable                         3,000          -    
Property, plant and equipment, net     13,849        14,613    
Other assets                            6,033         7,565    
Patents and other intangible     
  assets                                3,513         3,830    
Cost in excess of net assets     
  acquired                             27,750        28,765    
                                   -----------    ----------    
                                    $  98,474      $104,610    
                                   ===========    ==========    
    
LIABILITIES AND STOCKHOLDERS' EQUITY    
    
Current liabilities:    
Short term debt and notes payable  $  10,000     $  12,000    
Current maturities of     
  long term debt                       2,072         2,163    
Accounts payable                       3,946         3,579    
Salaries, wages and related     
  benefits                             2,553         2,487    
Accrued liabilities                    5,024         1,957    
Income taxes payable                       -         1,312    
                                   -----------    ----------    
Total current liabilities             23,595        23,498    
    
Long term debt                        23,574        25,038    
Deferred liabilities                   4,423         4,226    
    
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 - 1996 - 4,055,881    
  and 1995 - 4,036,334 shares.         1,446         1,347    
Capital in excess of par value        23,728        23,528    
Treasury stock at cost - 1996 and    
  1995 - 277,760 shares               (3,649)       (3,649)    
Retained earnings                     25,873        31,119    
Cumulative translation adjustment        (58)          (39)    
Minimum pension liability               (458)         (458)    
                                   -----------    ----------    
     Total stockholders' equity       46,882        51,848    
                                   -----------    ----------    
                                   $  98,474      $104,610    
                                   ===========    ==========    
</TABLE>    
See notes to consolidated condensed financial statements.    
   
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS    
(Unaudited)    
<TABLE>    
<S>                                     <C>       <C>    
    
                                        For the nine months    
                                        ended September 30,    
                                        1996          1995    
                                        ---------------------    
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income (loss)                        ($ 4,343)    $   944    
Adjustments to reconcile net income (loss)    
  to net cash provided by (used for)    
  operating activities -    
Depreciation and amortization               3,903       3,168    
Loss on sale of assets                      2,292           -    
Foreign exchange loss                          (7)         97    
Compensation related to stock awards           81          95    
Increase in deferred taxes                     40           -    
Decrease (increase) in operating assets:    
Accounts receivable                         1,919      (3,059)    
Inventory                                     741     (13,054)    
Other assets                                 (161)        540    
   
Increase (decrease) in operating liabilities:    
Accounts payable                              370         655    
Salaries, wages and related benefits,    
  accrued and deferred liabilities          2,209       2,042    
Income taxes payable (refundable)          (3,600)       (893)    
                                         --------      --------    
     Net cash provided by (used for)    
       operating activities:                3,444      (9,465)    
                                         --------      --------    
    
CASH FLOWS FROM INVESTING ACTIVITIES:    
Additions to property, plant     
  and equipment                            (3,421)     (2,654)    
Proceeds from sale of asset                 1,785           -        
                                          --------     --------      
     Net cash used for    
       investing activities                (1,636)     (2,654)    
                                          --------     --------      
                                      
CASH FLOWS FROM FINANCING ACTIVITIES:    
Payment of deferred obligation                  -      (2,811)    
Increase in notes payable                       -         900    
Issuance of note receivable                  (370)          -    
Debt borrowing (repayment)                 (3,554)     11,707    
Proceeds from stock options and     
employee purchases                            218         262    
Dividends paid                              ( 903)      ( 896)    
                                          --------    --------    
Net cash (used for) provided by    
financing activities                       (4,609)      9,162        
          
                                          --------    --------    
Net decrease in cash and     
  cash equivalents                         (2,801)     (2,957)    
    
Cash and cash equivalents at    
  beginning of period                       3,414       2,993    
Effect of exchange rate on cash                 6          17    
                                          --------    --------    
Cash and cash equivalents at end     
  of period                               $   619      $   53    
                                          ========    ========    
</TABLE>    
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.    
    
In the opinion of management, the financial statements included herein reflect
all adjustments, consisting only of normal recurring 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 1995 Annual Report on Form 10-K.

NOTE 2 - INVENTORIES    
<TABLE>    
    
     <S>                      <C>                 <C>    
    
                              September 30,       December 31,    
                              1996                1995     
    
     Raw materials            $ 3,705             $ 4,635    
     Work in process            1,938               2,884    
     Finished goods            18,436              21,417    
                              -------             -------    
                               24,076              28,936    
     LIFO Reserve              (1,026)             (2,069)    
                              -------             -------    
          Total, net          $23,050             $26,867    
                              =======             =======    
</TABLE>    
    
   
NOTE 3 - PROPERTIES    
<TABLE>    
    
     <S>                      <C>            <C>    
                              September 30,  December 31,    
                              1996           1995    
                              ---------      ------------    
     Land                     $   641        $   684    
     Buildings                  3,659          4,378    
     Equipment                 27,198         30,795    
                              ---------      ------------    
          Total                31,498         35,857    
    
     Accumulated depreciation (17,649)       (21,244)    
                              ---------      ------------    
     Total, net               $13,849        $14,613    
                              =========      ============    
</TABLE>    
    
NOTE 4 - RESTRUCTURING AND OTHER SPECIAL CHARGES    
    
During the first quarter of 1996, management decided to divest the Company's   
cast iron and cast aluminum cookware businesses (Sidney Division) as well as 
proceed with other restructuring efforts.  Provisions for the restructuring
were made in the first quarter of 1996 based on facts available at that time.  

Total first quarter provisions for restructuring and other pre-tax charges    
were $1,188.  A purchase agreement to sell the Sidney Division, subject to    
certain conditions, was signed as of August 1, 1996. As a result of this    
agreement, the Company was required to record an additional charge against    
pre-tax earnings of $1,500 in the second quarter of 1996.  An additional $150  
charge against pre-tax earnings was required in the third quarter of 1996    
based on the resolution of estimates made in the second quarter. In accordance
with the terms of the agreement, the Company received a cash payment of $450  
and a long-term note receivable of $3,000 in exchange for the assets of the   
Sidney division as well as associated brand names and trademarks.
Approximately $1,100 of the amount charged against income in the first three 
quarters of 1996 covers future pension and warranty payments and remains as a  
component of accrued liabilities.           
    
Revenue generated by the Sidney Division was $317 for the three months ended   
September 30, 1996 as compared to $3,255 for the same period in 1995.  For the 
nine-month period ended September 30, 1996, revenues were $4,128 as compared 
to $10,451 for the nine months ended September 30, 1995.  Net operating losses 
(including advertising, warehousing and direct marketing expenses but prior to 
restructuring charges and the allocation of corporate overhead) were $462 for  
the three month period ended September 30, 1996 as compared to net operating 
income of $371 for the same period in 1995.  Operating losses for the first
nine months of 1996 were $1,471 as compared to operating income of $216 for   
the first nine months of 1995. In addition to the foregoing, the Company has   
closed three retail stores in 1996.  The Company recorded a charge of $150 
related to the closure of these stores in 1996.  Revenues and operating losses 
related to the three retail store closures were not significant to the overall 
operations of the Company.    
    
NOTE 5 - DEBT    
    
Effective November 13, 1996, the Company entered into a new unsecured
financing agreement with three banks.  Under the terms of the agreement, which 
expires December 31, 1999 and may be renewed under certain circumstances for
two additional one year periods, the Company has a $45,000 unsecured revolving 
loan commitment.  Proceeds from the financing are available for general
corporate purposes.  Related interest charges will be based on Prime or LIBOR  
with spreads calculated on an incentive formula.  The agreement contains
several financial covenants and provides limits on dividends and capital
expenditures.  The agreement replaced a $30,000 revolving credit agreement
held with two of the three banks entering into the new unsecured agreement.    

The agreement allows the Company to pre-pay $10,000 of Senior Notes
outstanding with institutional investors.  The Company plans to make such
pre-payments in the fourth quarter of 1996 and will incur related penalties
and charges of approximately $800.  These Senior Notes have been classified as
non-current as of September 30, 1996 as they will be refinanced by the new    
unsecured financing agreement.  The remaining Senior Notes totaling $10,000    
will not be pre-paid.  Terms of these Notes require that the Company maintain  
certain minimum financial ratios.  The Company was not in compliance with a
fixed charge coverage ratio and a restricted payment limitation as of
September 30, 1996.  As a result the amount has been classified as current.    
   
NOTE 6 - INCOME TAXES    
    
Due to the Company's financial results for the first nine months of 1996, an 
estimate of the full year effective tax benefit rate suggested a tax benefit  
of approximately 35% should be recorded for the nine months ended September
30, 1996.  This compares to a 1995 full year effective tax expense rate of   
approximately 41%.  An adjustment was made in the third quarter of 1996
lowering the year-to-date income tax benefit in accordance with the revised    
estimate.        
    
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION     
AND RESULTS OF OPERATIONS    
(In thousands)    
    
Nine Months Ended September 30, 1996 versus 1995    
    
Referring to the Company's financial condition as of September 30, 1996 as    
contrasted with December 31, 1995, inventories, accounts receivable, other    
assets and current liabilities all decreased.  Despite sales below prior year  
and planned levels, inventories decreased due to successful inventory    
reduction initiatives resulting from the Company's continued emphasis on    
supply chain management as well as the divestiture of the Company's Sidney    
division.  Inventory reduction initiatives include the development of timely   
and accurate sales forecasts which enable more sophisticated management of    
production and purchasing schedules as well as the proactive identification    
and liquidation of excess and obsolete inventory.  The decrease in accounts    
receivable is reflective of the Company's seasonality and divestiture of    
Sidney Division operations.  Other assets were reduced by the first quarter    
1996 sale of a non-operating facility that the Company retained as part of the 
sale of its giftware division in 1989.     
    
Net sales for the three-month period ended September 30, 1996 were $26,406, a  
decrease of 13.5% as compared to net sales of $30,529 for the same period in   
1995.  Net sales for the nine-month period ended September 30, 1996 were    
$72,621, a decrease of 12.9% as compared to net sales of $83,383 for the same  
period in 1995.  Contributing to the reduction in sales in the first nine    
months of 1996 was weakness in the Sidney Division product lines due to   
de-emphasis by major customers as well as some reduction related to   
uncertainty surrounding the future of the product lines.  The Sidney Division  
was divested in the third quarter of 1996 resulting in a $2,938 reduction in   
third quarter net sales.  In addition, sales across most other product lines   
were down in the first six months of 1996 due to lower than anticipated   
sell-through at the retail level in the fourth quarter of 1995 (resulting in   
higher than required inventory levels at retail) and the first quarter of   
1996.  Third quarter 1996 order levels in non-Sidney product lines exceeded   
1995; however, renovation of the Company's warehouse and distribution facility 
and related systems delayed shipments significantly in the third quarter of   
1996 causing $3,500 of sales scheduled for September shipment to be delayed   
until the fourth quarter (or, in a few, canceled).  Third quarter 1996 gross   
profit decreased $818 or 7.8% from the third quarter of 1995.  Gross profit   
for the first nine months of 1996 decreased $5,195 or 17.8% from the 1995   
comparable period.  Of the third quarter decrease, the entire amount was   
attributable to the decreased sales volume; similarly, $3,226 of the decrease  
from the first nine months of 1995 was attributable to sales volume.  As a   
result of the Company's emphasis on supply chain management as well as the   
reduction in sales activity, unfavorable manufacturing variances contributed   
to the reduction in gross margin dollars (approximately $2.5 million) in the   
first nine months of 1996. Gross margin percentage for the first nine months   
was also negatively impacted by the first quarter sale of excess and obsolete  
inventory at little or no margin. Gross margin for the first nine months was   
favorably impacted by a reversal of LIFO reserves resulting from the Company's 
decision to dispose of the Sidney Division.    
    
Selling, general and administrative expenses for the three-month period ended  
September 30, 1996 were $8,729 as compared to $8,649 for the same period in    
1995.  While variable selling and cooperative advertising costs decreased due  
to the reduction in sales volume, warehousing costs increased due to    
additional labor required by the warehouse/distribution renovation. In    
addition, general and administrative costs increased as a result of the    
ultimate settlement of the Sidney divestiture.  For the nine-month period    
ended September 30, 1996, selling general and administrative costs increased   
from $25,273 in 1995 to $28,462.  The increase is primarily a result of 1996   
strategic initiatives that have included a realignment of staff,
manufacturer's retail outlet store closings and divestiture of the Sidney   
division.    
    
Operating income for the three-month period ended September 30, 1996 was $969  
as compared to operating income of $1,867 for the same period in 1995.  The    
operating loss for the first nine months of 1996 was $4,550 as compared to    
operating income of $3,834 for the first nine months of 1995.  Interest    
expense for the third quarter of 1996 was $692 as compared to $842 for the    
same period in 1995 while interest expense for the first nine months of 1996   
was $2,050 as compared to $2,226 for the comparable 1995 period.  An estimate  
of the full year financial results and related effective tax benefit rate    
resulted in a third quarter adjustment to reflect an effective tax benefit    
rate of approximately 35%.  This compares to a 1995 effective tax expense rate 
of approximately 41%.  An adjustment was made in the third quarter of 1996    
lowering the year-to-date income tax benefit in accordance with the estimate.  

Net income of $60 in the third quarter of 1996 and the net loss of $4,343 for  
the first nine months of 1996 compare to net income of $605 and $944 for the   
same periods in 1995.  Related quarterly and year-to-date earnings (loss) per  
share dropped from $0.16 and $0.25 in 1995 to $.02 and ($1.15) in 1996,   
respectively.    
    
During the third quarter of 1996, the Company disposed of the Leyse division  
which sold a line of commercial quality cookware and also sold the remaining   
Sidney related inventory which was distributed in Europe.  These transactions  
had little impact on the results of operations for the third quarter and will  
not significantly impact future operational results.    
    
Capital Resources and Liquidity    
    
On November 13, 1996, the Company entered into a $45 million three year    
revolving loan agreement to replace a $30 million revolving loan agreement    
that would have expired on November 30, 1997.  Proceeds from the new agreement 
will be used to pre-pay $10 million of Senior Notes, replace $9 million    
outstanding on the existing revolving agreement and provide funds for expected 
working capital needs.     
    
PART II - OTHER INFORMATION    
    
Item 5.   Other Information    
      
The Company entered into a $45 million three year revolving loan agreement on
November 13, 1996.  A report on Form 8-k containing the agreement will be
filed on or before November 27, 1996.    
    
Item 6.   Exhibits and Reports on Form 8-K    
    
        11a.  Primary Earnings Per Share         
    
          Reports on Form 8-K - There were no reports on Form 8-K              
filed for the three months ended September 30, 1996.    
              
EXHIBITS   
   
EX-11     Computation of Primary Earnings Per Share   
   
EX-27     Financial Data Schedule   
   
EX-99     Asset Purchase Agreement between General Housewares Corp. and   
Wagnerware Corporation    
   
EX-3.(ii) Amended By-Laws   
   
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: November 14, 1996      By  /s/ Robert L. Gray                
     
                                  Robert L. Gray    
                                  Vice President Finance    
                                  and Treasurer    
                                     
    
    
                              By  /s/ Mark S. Scales    
                                  Mark S. Scales       
                                  Corporate Controller    
                                  Chief Accounting Officer