SECURITIES AND EXCHANGE COMMISSION
                                     
                          Washington, D.C. 20549
                                     
                                 FORM 10-Q
                                     
(Mark One)

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

               For the quarterly period ended March 31, 1997

                                    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 Number 0-1349
                                     
                               Stanhome Inc.
___________________________________________________________________________
          (Exact name of registrant as specified in its charter)
                                     

            Massachusetts                                04-1864170
____________________________________                ______________________
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)


333 Western Avenue, Westfield, Massachusetts                01085
___________________________________________________________________________
    (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:         413-562-3631
___________________________________________________________________________


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     Yes  [X]    No [_]


                                                March 31,

                                          1997            1996
                                          ____            ____

Shares Outstanding:

      Common Stock with
      Associated Rights                17,910,333      18,403,186



                                                Total number of pages
                                                contained herein 23

                                                Index to Exhibits is
                                                on page 22


<PAGE>
<TABLE>
                       PART I. FINANCIAL INFORMATION
                      ------------------------------

ITEM 1.  FINANCIAL STATEMENTS

                               STANHOME INC.

                   CONSOLIDATED CONDENSED BALANCE SHEETS
                                     
                   MARCH 31, 1997 and DECEMBER 31, 1996
                                (Unaudited)
                              (In Thousands)
<CAPTION>
                                               March 31,   December 31,
                                                 1997         1996
                                                 ----         ----
<S>                                           <C>          <C>
ASSETS                                                     
                                                           
CURRENT ASSETS:                                            
                                                           
  Cash and certificates of deposit             $ 13,439     $ 10,308
                                                           
  Notes and accounts receivable, net            110,405      127,987
                                                           
  Inventories                                    84,361       84,018
                                                           
  Prepaid expenses                                4,862        3,500
                                               --------     --------
     Total current assets                       213,067      225,813
                                               --------     --------
                                                           
PROPERTY, PLANT AND EQUIPMENT, at cost           79,367       80,813
                                                           
  Less - Accumulated depreciation and                      
         amortization                            43,242       43,626
                                               --------     --------
                                                 36,125       37,187
                                               --------     --------
OTHER ASSETS:                                              
                                                           
    Goodwill and other intangibles, net          95,343      101,327
    Other                                        13,091       13,053
                                               --------     --------
                                                108,434      114,380
                                               --------     --------
NET RECEIVABLES FROM DISCONTINUED OPERATIONS     31,175       26,463
                                               --------     --------
NET ASSETS OF DISCONTINUED OPERATIONS            38,127       74,866
                                               --------     --------
                                               $426,928     $478,709
                                               =========    ========
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>

                                    -2-
<PAGE>
<TABLE>
                               STANHOME INC.
                                     
                   CONSOLIDATED CONDENSED BALANCE SHEETS
                                     
                   MARCH 31, 1997 and DECEMBER 31, 1996
                                (Unaudited)
                              (In Thousands)
<CAPTION>
                                                  March 31,     December 31,
                                                    1997           1996
                                                    ----           ----
<S>                                              <C>            <C>
LIABILITIES AND SHAREHOLDERS' EQUITY                            
CURRENT LIABILITIES:                                            
  Notes and loans payable                         $ 87,597       $ 78,577
                                                                
  Accounts payable                                  26,701         33,916
                                                                
  Federal, state and foreign taxes                              
    on income                                       18,393         16,676
                                                                
  Accrued expenses--                                            
    Royalties                                        6,915          9,725
    Vacation, sick and postretirement benefits       4,147          4,241
    Pensions and profit sharing                      3,957          7,716
    Payroll and commissions                          2,608          8,843
    Other                                           25,292         25,803
                                                  --------       --------
     Total current liabilities                     175,610        185,497
                                                  --------       --------
                                                                
LONG-TERM LIABILITIES:                                          
  Postretirement benefits                           14,666         14,384
                                                  --------       --------
     Total long-term liabilities                    14,666         14,384
                                                  --------       --------
SHAREHOLDERS' EQUITY:                                           
  Common stock                                       3,154          3,154
                                                                
  Capital in excess of par value                    45,007         44,862
                                                                
  Retained earnings                                367,032        403,805
                                                                
  Cumulative translation adjustments             (  26,697)     (  21,121)
                                                  --------       --------
                                                   388,496        430,700
  Less - Shares held in treasury, at cost          151,844        151,872
                                                  --------       --------
     Total shareholders' equity                    236,652        278,828
                                                  --------       --------
                                                  $426,928       $478,709
                                                  ========       ========
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>

                                    -3-
<PAGE>
<TABLE>
                               STANHOME INC.

     CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS

      FOR THE THREE MONTHS ENDED MARCH 31, 1997 and 1996 (Unaudited)
                 (In thousands, except per share amounts)

<CAPTION>
                                                    1997         1996
                                                    ----         ----
<S>                                              <C>          <C>
NET SALES                                         $102,060     $ 99,612
                                                              
COST OF SALES                                       52,633       54,196
                                                  --------     --------
GROSS PROFIT                                        49,427       45,416
                                                              
SELLING, DISTRIBUTION, GENERAL                                
  AND ADMINISTRATIVE EXPENSES                       43,225       39,831
                                                  --------     --------
OPERATING PROFIT                                     6,202        5,585
  Interest expense                               (   1,886)   (   1,940)
  Other expense, net                             (     399)   (     410)
                                                  --------     --------
INCOME BEFORE INCOME TAXES                                    
  FROM CONTINUING OPERATIONS                         3,917        3,235
                                                              
  Income taxes                                       1,724        1,423
                                                  --------     --------
INCOME OF CONTINUING OPERATIONS, NET OF TAXES        2,193        1,812
                                                              
INCOME OF DISCONTINUED OPERATIONS, NET OF TAXES      1,048        2,258
                                                              
NET LOSS ON SALE OF DIRECT RESPONSE              (  35,000)           -
                                                  --------     --------
NET INCOME (LOSS)                                (  31,759)       4,070
                                                              
RETAINED EARNINGS, beginning of period             403,805      385,008
                                                              
  Cash dividends, $.28 per share in                           
    1997 and $.265 per share in 1996             (   5,014)   (   4,873)
                                                  --------     --------
RETAINED EARNINGS, end of period                  $367,032     $384,205
                                                  ========     ========
EARNINGS (LOSS) PER COMMON SHARE                              
 (Primary and fully diluted):                                 
   CONTINUING OPERATIONS                             $ .12        $ .10
   DISCONTINUED OPERATIONS                             .06          .12
   SALE OF DIRECT RESPONSE                          ( 1.95)           -
                                                     -----        -----
   TOTAL EARNINGS (LOSS) PER COMMON SHARE           ($1.77)       $ .22
                                                     =====        =====

<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>
                                    -4-
<PAGE>
<TABLE>
                               STANHOME INC.
                                     
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                     
      FOR THE THREE MONTHS ENDED MARCH 31, 1997 and 1996 (Unaudited)
                              (In Thousands)
<CAPTION>
                                                           1997        1996
                                                           ----        ----
<S>                                                     <C>         <C>
OPERATING ACTIVITIES:                                               
  Net income                                            ($31,759)    $ 4,070
   Less- Net income discontinued operations             (  1,048)   (  2,258)
       - Loss on sale of Direct Response                  35,000           -
  Adjustments to reconcile continuing operations net                
   income to net cash provided by operating activities  (  3,672)   ( 11,880)
  Operating activities of discontinued operations          2,291    ( 13,837)
                                                         -------     -------
  Net cash provided (used) by operating activities           812    ( 23,905)
                                                         -------     -------
INVESTING ACTIVITIES:                                               
  Purchase of property, plant and equipment             (  1,221)   (  1,021)
  Proceeds from sales of property, plant and equipment       661         469
  Payments for acquisition of businesses,                           
   net of cash acquired                                 (     51)   (  1,200)
  Investing activities of discontinued operations       (    524)        810
                                                         -------     -------
  Net cash used by investing activities                 (  1,135)   (    942)
                                                         -------     -------
FINANCING ACTIVITIES:                                               
  Cash dividends                                        (  5,014)   (  4,874)
  Notes and loans payable                                  9,085      16,252
  Exercise of stock options                                    -       1,429
  Other common stock issuance                                173         192
  Financing activities of discontinued operations       (     76)   (    207)
                                                         -------     -------
  Net cash provided by financing activities                4,168      12,792
                                                         -------     -------
  Effect of exchange rate changes on cash                           
   and cash equivalents                                 (    714)        214
                                                         -------     -------
  Increase/(decrease) in cash and cash equivalents         3,131    ( 11,841)
  Cash and cash equivalents,                                        
   beginning of year                                      10,306      12,871
                                                         -------     -------
  Cash and cash equivalents, end of quarter              $13,437     $ 1,030
                                                         =======     =======

<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>





                                    -5-
<PAGE>

                               STANHOME INC.

           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     The consolidated condensed financial statements and related notes

included herein have been prepared by the Company, without audit except for

the December 31, 1996 condensed balance sheet, which was derived from the

Company's Annual Report on Form 10-K for the year ended December 31, 1996,

pursuant to the rules and regulations of the Securities and Exchange

Commission.  The audited balance sheet has been reclassified to reflect

certain subsequently discontinued operations described in Note 2.  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, although the Company believes that the disclosures are

adequate to make the information presented not misleading.  The information

furnished reflects all normal recurring adjustments which are, in the

opinion of management, necessary to a fair statement of the results for the

interim periods.  It is suggested that these condensed financial statements

be read in conjunction with the financial statements and related notes to

consolidated financial statements included in the Company's Annual Report

on Form 10-K for the year ended December 31, 1996.



1.  ACCOUNTING POLICIES:

     The Company's financial statements for the three months ended March

31, 1997 have been prepared in accordance with the accounting policies

described in Note 1 to the December 31, 1996 consolidated financial

statements included in the Company's 1996 Annual Report on Form 10-K.  The

Company considers all highly liquid securities, including certificates of

deposit with maturities of three months or less, when purchased, to be cash

                                    -6-

<PAGE>

equivalents.  Notes and accounts receivable were net of reserves for

uncollectible accounts, returns and allowances of $10,243,000 at March 31,

1997 and $9,891,000 at December 31, 1996.

     The Company recognizes revenue as merchandise is turned over to the

shipper and a provision for anticipated merchandise returns and allowances

is recorded based upon historical experience.  Amounts billed to customers

for shipping and handling orders are netted against the associated costs.

     Continuing operations cash paid is as follows (in thousands):



                                             Three Months Ended
                                             March 31
                                             ------------------
                                                1997         1996
                                                ----         ----
      Interest                                $ 1,512      $ 1,115
      Income taxes                            $ 3,953     ($ 1,119)


2.  DISCONTINUED OPERATIONS:

     On April 22, 1997, the Company signed a definitive stock purchase

agreement to sell the Company's United States Hamilton Direct Response

businesses to The Crestley Collection, Ltd., an affiliate of The Bradford

Group, for approximately $46 million, including repayment of intercompany

debt, subject to certain conditions.  The purchase price for the stock is

$17.5 million, which approximates book value.  The stock purchase and sale

agreement provides for a long-term worldwide license agreement for

Bradford to sell products under license from the Company's Enesco Giftware

Group through the direct response channel.  The Hamilton Group is a direct

marketer of collectible dolls, plates and figurines primarily in the

United States and in Canada, Germany and the United Kingdom.  The sale is

expected to be completed during the second quarter.  In connection with

the sale, the Company recorded, in the first quarter, a $35 million after

                                    -7-

<PAGE>

tax charge or $1.95 per share.  Bradford will not be acquiring the

operating businesses in Canada, Germany and the United Kingdom, but they

will be facilitating the closure of these businesses by the Company.

Immediately after the sale, the Company will close these businesses by

selling the assets and paying closing costs.  The approximate components

of the charge were as follows (in thousands):

     Write down of goodwill                       $23,000
     Write down of international current        
       assets due to anticipated proceeds       
       being less than carrying value               3,000
     Anticipated before tax loss until closing      1,000
     Closing costs of international operations  
        and termination indemnities                 8,000
     Transaction fees                               2,000
                                                  -------
     Before tax charge                             37,000
     Anticipated tax benefit                        2,000
                                                  -------
     After tax charge                             $35,000
                                                  =======

     The anticipated income tax benefit is limited, since most of the

international closing costs will not receive a tax benefit and the loss

will be primarily capital in nature and the Company is unable to quantify

the portion of such capital loss benefit which may ultimately be realized.

The charge reflects the Company's best estimate at this time.

     In late April 1997, the Company's Board approved a plan to actively

seek the sale or other disposition of the Company's Direct Selling business

segment during the next twelve months.  The Direct Selling Group is a

manufacturer and distributor of home care and cosmetic items in Europe and

Latin America.  The disposition of the Direct Selling business segment is

not anticipated to result in a loss.

     In accordance with the above, the applicable financial statements and

related notes have been reclassified to present these two business segments

as discontinued operations.  Therefore, the net assets and operating

                                    -8-

<PAGE>

results of these two business segments have been segregated and reported as

discontinued operations in the Consolidated Balance Sheets, Statements of

Income and Statements of Cash Flows.

     Operating results of discontinued operations are summarized as follows

(in thousands):



                                                 Three Months Ended
                                                 March 31
                                                 ------------------
                                                    1997        1996
                                                    ----        ----
  Net sales of discontinued operations            $75,977     $84,335
                                                  =======     =======
  Income before income taxes from                            
    discontinued operations                       $ 2,204     $ 4,514
  Income taxes                                      1,156       2,256
                                                  -------     -------
  Net income of discontinued operations           $ 1,048     $ 2,258
                                                  =======     =======
                                                             
  Loss on sale of Hamilton before income taxes   ($37,000)    $     -
  Income taxes (benefits)                        (  2,000)          -
                                                  -------     -------
  Net loss on sale of Hamilton                   ($35,000)    $     -
                                                  =======     =======
     Net assets of discontinued operations were as follows (in thousands):



                                                 March 31,   December 31,
                                                    1997        1996
                                                  --------   -----------
  Cash and certificates of deposit                $23,626     $17,154
  Notes and accounts receivable, net               40,973      44,237
  Inventories                                      37,262      37,382
  Prepaid expenses                                 29,783      32,885
  Net property, plant and equipment                19,480      21,468
  Other assets                                      1,161      24,046
  Notes and loans payable                        (     23)   (    107)
  Net intercompany payables                      ( 31,175)   ( 26,463)
  All other current liabilities                  ( 71,412)   ( 62,994)
  Long-term liabilities                          ( 11,548)   ( 12,742)
                                                  -------     -------
  Net assets of discontinued operations           $38,127     $74,866
                                                  =======     =======



                                    -9-

<PAGE>

3.  INVENTORY CLASSES:

     The major classes of inventories at March and December 3l were as

follows (in thousands):


                                                March 31,  December 31,
                                                  1997        1996
                                                  ----        ----
     Raw materials and supplies                $  1,753    $  1,678
     Work in process                                806         959
     Finished goods in transit                   12,702      14,299
     Finished goods                              69,100      67,082
                                               --------    --------
                                               $ 84,361    $ 84,018
                                               ========    ========

4.  OTHER EXPENSE, NET:

     Other expense, net for the three months ended March 31, 1997 and 1996

consists of the following (in thousands):

                                                  1997       1996
                                                  ----       ----
     Interest income                             $  691     $  687
     Amortization of other assets               (   957)   (   986)
     Other, net                                 (   133)   (   111)
                                                 ------     ------
                                                ($  399)   ($  410)
                                                 ======     ======


5.  EARNINGS PER COMMON SHARE (BASIS OF CALCULATION):

     Earnings per common share are based on the average number of common

shares outstanding and common share equivalents for the period covered.

For both years, there was no difference in earnings per share between

primary and fully diluted earnings per share computations.  For the first

quarter fully diluted computations, the average numbers of shares utilized

were 17,926,000 and 18,480,000 shares for 1997 and 1996, respectively,

including common share equivalents of 21,000 in 1997 and 123,000 in 1996.







                                   -10-

<PAGE>

The lower average number of shares for the first quarter of 1997 primarily

resulted from the repurchase of shares in the second quarter of 1996 as

part of the Company's repurchase program.

     In February 1997, the Financial Accounting Standards Board adopted a

new standard on accounting for earnings per share (EPS).  This new

standard replaces the presentation of primary EPS with a presentation of

basic EPS and changes the fully diluted terminology to diluted.  It also

requires dual presentation of basic and diluted EPS on the face of the

income statement.  Basic EPS excludes dilution and is computed by using

the average number of common shares outstanding.  The standard will become

effective for the Company in December 1997.  The pro-forma average shares

and EPS for the first quarter would be as follows (in thousands, except

per share amounts):

                                    First Three Months
                                    ------------------
                                      1997        1996
                                      ----        ----
       Earnings per common share                
         basic                        $.18        $.22
         diluted                      $.18        $.22
       Average common shares                    
         basic                      17,905      18,357
         diluted                    17,926      18,480


6.  FINANCIAL INSTRUMENTS:

      The Company operates globally with various manufacturing and

distribution facilities and product sourcing locations around the world.

The Company may reduce its exposure to fluctuations in foreign interest

rates and exchange rates by creating offsetting positions through the use

of derivative financial instruments.  The Company currently does not use

derivative financial instruments for trading or speculative purposes.



                                   -11-

<PAGE>

      The notional amount of forward exchange contracts and options is the

amount of foreign currency bought or sold at maturity.  The notional amount

of interest rate swaps is the underlying principal amount used in

determining the interest payments exchanged over the life of the swap.  The

notional amounts are not a direct measure of the Company's exposure through

its use of derivatives.

      The Company periodically uses interest rate swaps to hedge portions

of interest payable on debt.  In addition, the Company may periodically

employ interest rate caps to reduce exposure, if any, to increases in

variable interest rates.  In October 1996, the Company entered into a three

year interest rate swap with a notional amount of $50 million to

effectively convert variable interest on debt to a fixed rate of 6.12%.

      The Company may periodically hedge foreign currency royalties, net

investments in foreign subsidiaries, firm purchase commitments, contractual

foreign currency cash flows or obligations, including third-party and

intercompany foreign currency transactions.  The Company regularly monitors

its foreign currency exposures and ensures that hedge contract amounts do

not exceed the amounts of the underlying exposures.

      The Company enters into various short-term foreign exchange

agreements during the year.  The purpose of the Company's foreign currency

hedging activities is to protect the Company from risk that the eventual

settlement of foreign currency transactions will be adversely affected by

changes in exchange rates.  The Company's various subsidiaries import

products in foreign currencies and from time to time will enter into

agreements or build foreign currency deposits as a partial hedge against







                                   -12-

<PAGE>

currency fluctuations on inventory purchases.  Gains and losses on these

agreements are deferred and recorded as a component of cost of sales when

the related inventory is sold.  At March 31, 1997, deferred amounts were

not material.  The Company makes short-term foreign currency intercompany

loans to various international subsidiaries and utilizes agreements to

fully hedge these transactions against currency fluctuations.  The cost of

these agreements is included in the interest charged to the subsidiaries

and expensed monthly as the interest is accrued.  The intercompany interest

eliminates upon consolidation and any gains and losses on the agreements

are recorded as a component of other income.  The Company receives

dividends, technical service fees, royalties and other payments from its

subsidiaries and licensees.  From time to time, the Company will enter into

foreign currency forward agreements as a partial hedge against currency

fluctuations on these current receivables.  Gains and losses are recognized

or the credit or debit offsets the foreign currency payables.  As of March

31, 1997, net deferred amounts on outstanding agreements were not material.

The outstanding agreement amounts (notional value) at March 31, 1997, are

as follows (in thousands):



                   Canada                 $ 5,793
                   U.S.                     4,300
                   Germany                  2,400
                                          -------
                   Total                  $12,493
                                          =======












                                   -13-

<PAGE>

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

          AND RESULTS OF OPERATIONS

                               STANHOME INC.

                     THREE MONTHS ENDED MARCH 31, 1997



DISCONTINUED OPERATIONS:

     In late April 1997, the Company signed a definitive agreement to sell

the Company's United States Hamilton Direct Response businesses to The

Crestley Collection, Ltd., an affiliate of The Bradford Group, for

approximately $46 million, including repayment of intercompany debt,

subject to certain conditions.  The sale is scheduled to be completed

during the second quarter.  In connection with the sale, the Company

recorded in the first quarter 1997 a $35 million after tax charge

consisting mainly of the write down of goodwill, current assets and

associated transaction and severance costs.  Also, during April 1997, the

Company's Board approved a plan to actively seek the sale or other

disposition of the Company's Direct Selling business segment during the

next twelve months.  The disposition of the Direct Selling business segment

is not anticipated to result in a loss.

     Accordingly, the applicable financial statements and related notes

have been reclassified to present these two business segments as

discontinued operations.  Therefore, the net assets and operating results

of these two business segments have been segregated and reported as

discontinued operations in the Consolidated Balance Sheets, Statements of

Income, and Statements of Cash Flows.







                                   -14-

<PAGE>

     Cash proceeds from the disposition of these two business segments will

be used for share repurchases, debt repayment and acquisitions in the

giftware industry.  Note 2, Discontinued Operations, to the Consolidated

Condensed Financial Statements provides additional information on the two

discontinued operations.



CONTINUING OPERATIONS:

     NET SALES increased 2.5% in the first quarter of 1997 due primarily to

unit volume growth in international markets.  International sales

represented 18.4% of total 1997 first quarter sales compared to 15.8% in

1996.  Sales from a new business acquired in France at the end of the first

quarter last year accounted for approximately 48% of the sales increase.

Sales in the United States decreased from lower volume, primarily

attributable to the soft retail environment, increased numbers of customers

at their credit limit and lower Precious Moments sales.  The Precious

Moments line represented 36.3% of the 1997 first quarter sales compared to

42.8% in 1996 and the Cherished Teddies line represented 23.7% of 1997

first quarter sales compared to 16% in 1996.  During the past few years the

Company has been able to increase the available supply of the Precious

Moments line to retailers.  Consequently, retailers have not ordered as

much product in advance.  This trend is expected to continue.

     Gross profit increased 8.8% in the first quarter of 1997 and amounted

to 48.4% of sales, compared to 45.6% of sales in the first quarter of 1996.

Gross profit improved principally due to improved margins on the sale of

slow moving inventory, less sales discounting and improved international

manufacturing margins from higher volumes.





                                   -15-

<PAGE>

     Selling, distribution, general and administrative expenses increased

8.5% in the first quarter of 1997 and amounted to 42.4% of sales, compared

to 40% of sales in the first quarter of 1996.  The 1997 expenses were a

higher percentage of sales principally due to a higher level of spending,

inflationary cost increases exceeding the sales increase and a higher

provision for bad debts to reflect the exposure from the company's program

of extended accounts receivable.

     Operating profit increased 21.1% in the first quarter of 1997 and

amounted to 6.1% of sales compared to 5.6% of sales in the first quarter of

1996.  The improvement was due to a higher gross profit which was partially

offset by higher selling, distribution, general and administrative

expenses.

     In connection with the sale of Hamilton, the Company announced that

it would downsize Corporate Headquarters and eventually sell its

Westfield, Massachusetts facility.  This will be accomplished after the

disposal of the discontinued operations.  The facility has a book value of

approximately $.8 million.  The Company has not established a formal

downsizing plan for Corporate Headquarters.



INTERNATIONAL ECONOMIES AND CURRENCY

     The value of the U.S. dollar versus international currencies where the

Company conducts business impacts the results of these businesses.  In

addition to the currency risks, the Company's international operations,

including sources of imported products, are subject to other risks of doing

business abroad, including import or export restrictions and changes in

economic and political climates.





                                   -16-

<PAGE>

     The fluctuations in net sales and operating profit margins from

quarter to quarter are partially due to the seasonal characteristics of the

Company's business.



     INTEREST EXPENSE decreased slightly in the first quarter of 1997

compared to 1996 due to lower borrowing levels in 1997 compared to 1996.

Other expense, net is principally the amortization of goodwill and was

approximately the same amount for 1997 and 1996.



     THE PROVISION FOR INCOME TAXES was 44% in the first quarter of 1997

and 1996.



FINANCIAL CONDITION

     The Company has historically satisfied its capital requirements with

internally generated funds and short-term loans.  Working capital

requirements fluctuate during the year and are generally greatest during

the third quarter and lowest at the beginning of the first quarter.

     The major sources of funds in the first quarter of 1997 from operating

activities for continuing operations were from net income, depreciation,

amortization and lower levels of accounts receivable.  Due to seasonal

sales volume, accounts receivable were down from year-end 1996.  Accounts

receivable in the first quarter of 1997 increased 11% compared to the first

quarter of 1996.  The increase exceeded the 2.5% first quarter 1997 sales

increase due to the impact of the expansion of the Company's program of

extended accounts receivable during 1996.  Inventories decreased







                                   -17-

<PAGE>

compared to the first quarter of 1996 due to timing.  Total 1997 current

liabilities, excluding loans payable, decreased from year-end 1996 levels

due to lower seasonal volumes, but were higher than 1996 first quarter

levels due to timing of payments.

     The major use of cash in investing activities in the first quarter of

1997 was for capital expenditures.  The Company has an acquisition program,

and may utilize funds for this purpose in the future.  Capital expenditure

commitments for $11 million are forecasted for 1997.  Proceeds in 1997 from

the sale of property, plant and equipment are primarily from the sale of a

plant in Easthampton, Massachusetts.  The level of changes of marketable

securities from period to period principally represents investment

alternatives versus certificates of deposit, time deposits, and

intercompany loans.

     The major use of cash in financing activities in the first quarter of

1997 was for dividends to shareholders.  The Company has an authorized

program to purchase shares of stock for the Company treasury from time to

time in the open market, depending on market conditions, and may utilize

funds for this purpose in the future.  As of March 31, 1997, .8 million

shares remained available for purchase under the program.  The Company's

earnings, cash flow, and available debt capacity have made and make stock

repurchases, in the Company's view, one of its best investment

alternatives.  The major source of funds from financing activities was from

higher seasonal borrowings.  The aggregate exercise price of the total

number of stock options outstanding was $84 million at March 31, 1997, and

the Company could receive some or all of these funds in the future if the

options are exercised.





                                   -18-

<PAGE>

     Net receivables from discontinued operations in the first quarter of

1997 increased from year-end levels due to higher intercompany seasonal

loans and trading activity.  Net assets of discontinued operations

decreased from year-end due principally to the expected $35 million loss of

the disposition of the Direct Response business segment.

     Fluctuations in the value of the U.S. dollar versus international

currencies affect the U.S. dollar translation value of international

currency denominated balance sheet items.  The changes in the balance sheet

dollar values due to international currency translation fluctuations are

recorded as a component of shareholders' equity.  International currency

fluctuations of $5,576,000 increased the cumulative translation component

of shareholders' equity which contributed to the shareholders' equity

decrease in the first three months of 1997.  The translation adjustments to

the March 31, 1997 balance sheet that produced the 1997 change in the

cumulative translation component of shareholders' equity were decreases in

working capital by $2,281,000; decreases in net property, plant and

equipment by $1,774,000 and other assets by $2,627,000; and a decrease in

long-term liabilities by $1,106,000.  The Company depends upon its

international operations to pay dividends and to make other payments to the

Company. The Company's international operations are subject to the risks of

doing business abroad including currency, economic and political.

     The Company currently believes that cash from operations and available

financing alternatives are adequate to meet anticipated requirements for

working capital, dividends, capital expenditures, the stock repurchase

program and other needs.  No liquidity problems are anticipated.







                                   -19-



<PAGE>

                        PART II.  OTHER INFORMATION
                                     
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      (a)   The Annual Meeting of Stockholders was held on April 24, 1997.

      (c)   The first matter voted upon at the meeting was the election of
            Directors.  The members of Class II were standing for election
            to a three-year term expiring at the Annual Meeting in 2000.     
            Upon motion duly made and seconded, it was voted to elect
            Janet M. Clarke, Charles W. Elliott and Allan G. Keirstead as
            Class II Directors for a three-year term expiring at the Annual
            Meeting in 2000 and until their successors are elected and
            qualified.  The votes for each of the candidates were reported
            as follows:

                  Janet M. Clarke         For:              15,257,312

                                          Withheld:            272,373

                  Charles W. Elliott      For:              15,277,070

                                          Withheld:            252,615

                  Allan G. Keirstead      For:              15,274,873

                                          Withheld:            254,812

            The second matter voted upon at the meeting was the
            ratification of the Board's appointment of Arthur Andersen LLP
            as independent accountants for 1997.  Upon motion duly made and
            seconded, it was voted that the appointment by the Board of
            Directors at its March 5, 1997 meeting of Arthur Andersen LLP,
            independent certified public accountants, as independent
            accountants for the Company for its fiscal year ending December
            31, 1997 be ratified and approved.  The votes for the
            independent accountants were reported as follows:

                  Arthur Andersen LLP     For:              15,454,555

                                          Against:              36,494

                                          Abstain:              38,636

            The third matter voted upon at the meeting was a stockholder
            proposal recommending the utilization of investment bankers to
            enhance shareholder value.  Upon motion duly made and seconded,
            it was voted that the stockholder proposal not be approved.
            The votes for the above referenced stockholder proposal were
            reported as follows:

                  Stockholder Proposal    For:               5,861,018

                                          Against:           7,913,644

                                          Abstain:             509,749

                                          Broker Non-Votes:  1,245,274


                                   -20-


                                     
<PAGE>


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

      (a)         Exhibits

       -          Financial Data Schedule

      (b)         Reports on Form 8-K

                  No reports on Form 8-K were filed by the Company during the
                  Quarter for which this report is filed.

All other items hereunder are omitted because either such item is
inapplicable or the response to it is negative.


                              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.

                              STANHOME INC.
                              (Registrant)



Date:  May 14, 1997           /s/G. William Seawright
                              _____________________________________
                              G. William Seawright
                              President and Chief Executive Officer



Date:  May 14, 1997           /s/Allan G. Keirstead
                              _____________________________________
                              Allan G. Keirstead
                              Chief Administrative and Financial
                              Officer











                                   -21-
<PAGE>

                               EXHIBIT INDEX
<TABLE>
<CAPTION>
                                     
Reg. S-K
Item 601             Exhibit                            10-Q Page No.
_________            _______                            _____________
<S>                  <C>                                      <C>

27                   Financial Data Schedule                  23

</TABLE>

































                                   -22-