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 June 30, 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)

                               413-562-3631
___________________________________________________________________________
           (Registrant's telephone number, including area code)
                                     
                                    N/A
___________________________________________________________________________
       (Former name or former address, if changed since last report)

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


                                                June 30,

                                          1997            1996
                                          ____            ____
Shares Outstanding:

      Common Stock with
      Associated Rights                17,458,993      17,898,467

                                                Total number of pages
                                                contained herein 71

                                                Index to Exhibits is
                                                on page 24


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

ITEM 1.  FINANCIAL STATEMENTS

                               STANHOME INC.
                                     
                   CONSOLIDATED CONDENSED BALANCE SHEETS
                                     
                    JUNE 30, 1997 and DECEMBER 31, 1996
                                (Unaudited)
                              (In Thousands)
<CAPTION>
                                                June 30,   December 31,
                                                  1997         1996
                                                  ----         ----
<S>                                           <C>          <C>
ASSETS                                                     
                                                           
CURRENT ASSETS:                                            
                                                           
  Cash and certificates of deposit             $  7,016     $ 10,308
                                                           
  Notes and accounts receivable, net            150,285      127,987
                                                           
  Inventories                                    91,259       84,018
                                                           
  Prepaid expenses                                3,615        3,500
                                               --------     --------
     Total current assets                       252,175      225,813
                                               --------     --------
                                                           
PROPERTY, PLANT AND EQUIPMENT, at cost           80,292       80,813
                                                           
  Less - Accumulated depreciation and                      
         amortization                            44,727       43,626
                                               --------     --------
                                                 35,565       37,187
                                               --------     --------
OTHER ASSETS:                                              
                                                           
  Goodwill and other intangibles, net            91,059      101,327
  Other                                          17,094       13,053
                                               --------     --------
                                                108,153      114,380
                                               --------     --------
NET RECEIVABLES FROM DISCONTINUED OPERATIONS          -       26,463
                                               --------     --------
NET ASSETS OF DISCONTINUED OPERATIONS            32,194       74,866
                                               --------     --------
                                               $428,087     $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
                                     
                    JUNE 30, 1997 and DECEMBER 31, 1996
                                (Unaudited)
                              (In Thousands)
<CAPTION>
                                                  June 30,      December 31,
                                                    1997           1996
                                                    ----           ----
<S>                                              <C>            <C>
LIABILITIES AND SHAREHOLDERS' EQUITY                            
CURRENT LIABILITIES:                                            
  Notes and loans payable                         $ 70,609       $ 78,577
                                                                
  Accounts payable                                  37,460         33,916
                                                                
  Federal, state and foreign taxes                              
    on income                                       20,664         16,676
                                                                
  Accrued expenses--                                            
    Royalties                                       10,062          9,725
    Payroll and commissions                          6,174          8,843
    Pensions and profit sharing                      4,156          7,716
    Vacation, sick and postretirement benefits       3,951          4,241
    Other                                           24,803         25,803
                                                  --------       --------
     Total current liabilities                     177,879        185,497
                                                  --------       --------
LONG-TERM LIABILITIES:                                          
  Postretirement benefits                           14,949         14,384
                                                  --------       --------
     Total long-term liabilities                    14,949         14,384
                                                  --------       --------
NET PAYABLES TO DISCONTINUED OPERATIONS             10,036              -
                                                  --------       --------
SHAREHOLDERS' EQUITY:                                           
  Common stock                                       3,154          3,154
                                                                
  Capital in excess of par value                    45,575         44,862
                                                                
  Retained earnings                                373,706        403,805
                                                                
  Cumulative translation adjustments             (  30,888)     (  21,121)
                                                  --------       --------
                                                   391,547        430,700
  Less - Shares held in treasury, at cost          166,324        151,872
                                                  --------       --------
     Total shareholders' equity                    225,223        278,828
                                                  --------       --------
                                                  $428,087       $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

         FOR THE QUARTERS ENDED JUNE 30, 1997 and 1996 (Unaudited)
                 (In thousands, except per share amounts)

<CAPTION>
                                                    1997         1996
                                                    ----         ----
<S>                                              <C>          <C>
NET SALES                                         $137,002     $130,823
                                                              
COST OF SALES                                       73,203       69,103
                                                  --------     --------
GROSS PROFIT                                        63,799       61,720
                                                              
SELLING, DISTRIBUTION, GENERAL                                
  AND ADMINISTRATIVE EXPENSES                       43,901       42,456
                                                  --------     --------
OPERATING PROFIT                                    19,898       19,264
  Interest expense                               (   1,804)   (   1,862)
  Other expense, net                             (     667)   (     758)
                                                  --------     --------
INCOME BEFORE INCOME TAXES                                    
  FROM CONTINUING OPERATIONS                        17,427       16,644
                                                              
  Income taxes                                       7,668        7,324
                                                  --------     --------
INCOME OF CONTINUING OPERATIONS, NET OF TAXES        9,759        9,320
                                                              
INCOME OF DISCONTINUED OPERATIONS, NET OF TAXES      1,810        1,631
                                                              
NET LOSS ON SALE OF DIRECT RESPONSE                      -            -
                                                  --------     --------
NET INCOME (LOSS)                                 $ 11,569     $ 10,951
                                                  ========     ========
EARNINGS (LOSS) PER COMMON SHARE                              
 (Primary and fully diluted):                                 
   CONTINUING OPERATIONS                             $ .55        $ .51
   DISCONTINUED OPERATIONS                             .10          .09
   SALE OF DIRECT RESPONSE                               -            -
                                                     -----        -----
   TOTAL EARNINGS (LOSS) PER COMMON SHARE            $ .65        $ .60
                                                     =====        =====
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              

<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>
                                    -4-
<PAGE>
<TABLE>
                               STANHOME INC.

     CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS

        FOR THE SIX MONTHS ENDED JUNE 30, 1997 and 1996 (Unaudited)
                 (In thousands, except per share amounts)

<CAPTION>
                                                    1997         1996
                                                    ----         ----
<S>                                              <C>          <C>
NET SALES                                         $239,062     $230,435
                                                              
COST OF SALES                                      125,836      123,299
                                                  --------     --------
GROSS PROFIT                                       113,226      107,136
                                                              
SELLING, DISTRIBUTION, GENERAL                                
  AND ADMINISTRATIVE EXPENSES                       87,126       82,287
                                                  --------     --------
OPERATING PROFIT                                    26,100       24,849
  Interest expense                               (   3,690)   (   3,802)
  Other expense, net                             (   1,066)   (   1,168)
                                                  --------     --------
INCOME BEFORE INCOME TAXES                                    
  FROM CONTINUING OPERATIONS                        21,344       19,879
                                                              
  Income taxes                                       9,392        8,747
                                                  --------     --------
INCOME OF CONTINUING OPERATIONS, NET OF TAXES       11,952       11,132
                                                              
INCOME OF DISCONTINUED OPERATIONS, NET OF TAXES      2,858        3,889
                                                              
NET LOSS ON SALE OF DIRECT RESPONSE              (  35,000)           -
                                                  --------     --------
NET INCOME (LOSS)                                (  20,190)      15,021
                                                              
RETAINED EARNINGS, beginning of period             403,805      385,008
                                                              
  Cash dividends, $.56 per share in                           
    1997 and $.53 per share in 1996              (   9,909)   (   9,616)
                                                  --------     --------
RETAINED EARNINGS, end of period                  $373,706     $390,413
                                                  ========     ========
EARNINGS (LOSS) PER COMMON SHARE                              
 (Primary and fully diluted):                                 
   CONTINUING OPERATIONS                             $ .67        $ .61
   DISCONTINUED OPERATIONS                             .15          .21
   SALE OF DIRECT RESPONSE                          ( 1.95)           -
                                                     -----        -----
   TOTAL EARNINGS (LOSS) PER COMMON SHARE           ($1.13)       $ .82
                                                     =====        =====

<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>
                                    -5-
<PAGE>
<TABLE>
                               STANHOME INC.
                                     
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                     
        FOR THE SIX MONTHS ENDED JUNE 30, 1997 and 1996 (Unaudited)
                              (In Thousands)
<CAPTION>
                                                           1997        1996
                                                           ----        ----
<S>                                                     <C>         <C>
OPERATING ACTIVITIES:                                               
  Net income                                            ($20,190)    $15,021
   Less- Net income discontinued operations             (  2,858)   (  3,889)
       - Loss on sale of Direct Response                  35,000           -
  Adjustments to reconcile continuing operations net                
   income to net cash provided by operating activities  ( 40,110)   ( 33,265)
  Operating activities of discontinued operations         59,587    ( 13,118)
                                                         -------     -------
  Net cash provided (used) by operating activities        31,429    ( 35,251)
                                                         -------     -------
INVESTING ACTIVITIES:                                               
  Purchase of property, plant and equipment             (  2,177)   (  1,945)
  Proceeds from sales of property, plant and equipment       658         637
  Payments for acquisition of businesses,                           
   net of cash acquired                                 (     36)   (  1,484)
  Investing activities of discontinued operations       (    892)   (     28)
                                                         -------     -------
  Net cash used by investing activities                 (  2,447)   (  2,820)
                                                         -------     -------
FINANCING ACTIVITIES:                                               
  Cash dividends                                        (  9,909)   (  9,617)
  Exchanges and purchases of common stock               ( 14,636)   ( 15,178)
  Notes and loans payable                               (  7,872)     49,930
  Exercise of stock options                                  667       1,691
  Other common stock issuance                                230         267
  Financing activities of discontinued operations       (     97)   (    280)
                                                         -------     -------
  Net cash provided (used) by financing activities      ( 31,617)     26,813
                                                         -------     -------
  Effect of exchange rate changes on cash                           
   and cash equivalents                                 (    657)   (    132)
                                                         -------     -------
  Increase/(decrease) in cash and cash equivalents      (  3,292)   ( 11,390)
  Cash and cash equivalents,                                        
   beginning of year                                      10,306      12,871
                                                         -------     -------
  Cash and cash equivalents, end of quarter              $ 7,014     $ 1,481
                                                         =======     =======

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




                                    -6-
<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 six months ended June 30,

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

                                    -7-

<PAGE>

equivalents.  Notes and accounts receivable were net of reserves for

uncollectible accounts, prompt payment discounts, returns and allowances of

$12,754,000 at June 30, 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):



                                             Six Months Ended
                                             June 30
                                             ------------------
                                                1997         1996
                                                ----         ----
      Interest                                $ 3,243      $ 2,569
      Income taxes                            $ 9,780      $ 5,783


2.  DISCONTINUED OPERATIONS:

     On May 22, 1997, the Company completed the previously announced sale

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

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

approximately $48 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.  In

connection with the sale, the Company recorded, in the first quarter, a

$35 million after tax charge or $1.95 per share.  Bradford will not be

                                    -8-

<PAGE>

acquiring the operating businesses in Canada, Germany and the United

Kingdom, but they will be facilitating the closure of these businesses by

the Company.  The Company is in the process of closing 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

                                    -9-

<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):



                                                 Six Months Ended
                                                 June 30
                                                 ------------------
                                                    1997        1996
                                                    ----        ----
  Net sales of discontinued operations           $122,631    $171,711
                                                  =======     =======
  Income before income taxes from                            
    discontinued operations                       $ 6,122     $ 7,602
  Income taxes                                      3,264       3,713
                                                  -------     -------
  Net income of discontinued operations           $ 2,858     $ 3,889
                                                  =======     =======
                                                             
  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):



                                                  June 30,   December 31,
                                                    1997        1996
                                                  --------   -----------
  Cash and certificates of deposit                $18,763     $17,154
  Notes and accounts receivable, net               21,927      44,237
  Inventories                                      21,161      37,382
  Prepaid expenses                                  2,684      32,885
  Net property, plant and equipment                16,617      21,468
  Other assets                                        800      24,046
  Net intercompany receivables/(payables)          10,036    ( 26,463)
  Notes and loans payable                               -    (    107)
  All other current liabilities                  ( 48,597)   ( 62,994)
  Long-term liabilities                          ( 11,197)   ( 12,742)
                                                  -------     -------
  Net assets of discontinued operations           $32,194     $74,866
                                                  =======     =======



                                   -10-

<PAGE>

3.  INVENTORY CLASSES:

     The major classes of inventories at June 30 and December 3l were as

follows (in thousands):


                                                June 30,   December 31,
                                                  1997        1996
                                                  ----        ----
     Raw materials and supplies                $  1,444    $  1,678
     Work in process                                848         959
     Finished goods in transit                   14,517      14,299
     Finished goods                              74,450      67,082
                                               --------    --------
                                               $ 91,259    $ 84,018
                                               ========    ========

4.  OTHER EXPENSE, NET:

     Other expense, net for the quarters and six months ended June 30,

1997 and 1996 consists of the following (in thousands):


                                              Quarters Ended June 30
                                              ----------------------
                                                  1997       1996
                                                  ----       ----
     Interest income                             $  366     $  157
     Amortization of other assets               ( 1,062)   ( 1,029)
     Other, net                                      29        114
                                                 ------     ------
                                                ($  667)   ($  758)
                                                 ======     ======

                                             Six Months Ended June 30
                                             ------------------------
                                                  1997       1996
                                                  ----       ----
     Interest income                             $1,057     $  844
     Amortization of other assets               ( 2,019)   ( 2,015)
     Other, net                                 (   104)         3
                                                 ------     ------
                                                ($1,066)   ($1,168)
                                                 ======     ======
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 periods covered.





                                   -11-

<PAGE>

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

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

quarter, the average number of shares utilized in the fully diluted

computation was 17,781,000 and 18,219,000 shares for 1997 and 1996,

respectively.  The average number of shares utilized in the fully diluted

computation for the six months ended June 30 was 17,897,000 for 1997 and

18,300,000 for 1996.  Both 1997 computations included common share

equivalents of 146,000 and both 1996 computations included common share

equivalents of 66,000.  The lower average number of shares for the second

quarter and first six months of 1997 primarily resulted from the

repurchase of shares 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 second quarter and first six months would be as follows

(in thousands, except per share amounts):

                                  Second Quarter       First Six Months
                                  --------------       ----------------
                                  1997       1996        1997      1996
                                  ----       ----        ----      ----
   Pro forma:                                                    
   Earnings per common share                                     
     basic                        $.66       $.60        $.82      $.82
     diluted                      $.65       $.60        $.82      $.82
   Average common shares                                         
     basic                      17,635     18,153      17,751    18,234
     diluted                    17,781     18,219      17,897    18,300


                                   -12-

<PAGE>

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.

      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



                                   -13-

<PAGE>

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

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 June 30, 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.  If

anticipated foreign currency requirements would disappear, the Company

would record any gain or loss in income.  As of June 30, 1997, net deferred

amounts on outstanding agreements were not material.  The outstanding

agreement amounts (notional value) at June 30, 1997, are as follows (in

thousands):

                   Canada                 $ 5,802
                   U.S.                     5,050
                   Germany                  2,292
                                          -------
                   Total                  $13,144
                                          =======
                                   -14-

<PAGE>

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

         AND RESULTS OF OPERATIONS

                               STANHOME INC.

                QUARTER AND SIX MONTHS ENDED JUNE 30, 1997



DISCONTINUED OPERATIONS:

     On May 22, 1997, the Company completed the previously announced sale

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

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

approximately $48 million, including repayment of intercompany debt,

subject to certain conditions.  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.

     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



                                   -15-

<PAGE>

Condensed Financial Statements provides additional information on the two

discontinued operations.



CONTINUING OPERATIONS:

     NET SALES in 1997 increased 4.7% in the second quarter and 3.7% for

the first six months due primarily to unit volume growth in the United

States and in international markets.  International sales increased 17.8%

and represented 16.5% of year-to-date sales compared to 14.5% in 1996.

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

quarter last year accounted for approximately 15% of the year-to-date sales

increase.  Year-to-date sales in the United States increased 1.4% in a soft

retail environment, with increased numbers of customers at their credit

limit.  The Precious Moments line sales decreased and represented 40.5% of

the 1997 year-to-date sales compared to 43.9% in 1996, while the Cherished

Teddies line sales increased and represented 21.7% of 1997 year-to-date

sales compared to 16.7% in 1996.  During the past few years the Company has

been able to increase the available supply and accelerate delivery of the

products, particularly the Precious Moments line, to retailers.

Consequently, retailers have not ordered as much product in advance.

Principally reflecting the improved supply and delivery of products, total

unfilled orders as of June 30, 1997 were down approximately $15 million or

11% compared to June 30, 1996.  This trend is expected to continue.

     Gross profit in 1997 increased for the second quarter and first six

months due to higher sales and a lower cost of sales percentage.  For the

first six months of 1997 cost of sales represented 52.6% of sales compared

to 53.5% of sales in 1996.  The lower cost of sales percentage was due to

improved margins on the sale of slow moving inventories, less sales

discounting and sales mix.

                                   -16-

<PAGE>

     Selling, distribution, general and administrative expenses for 1997

increased for the second quarter and first six months and year-to-date

amounted to 36.4% of sales, compared to 35.7% of sales in the first six

months of 1996.  The 1997 expenses were a higher percentage of sales

principally due to a higher level of spending, inflationary cost increases,

and a higher provision for bad debts to reflect the exposure from the

company's program of extended accounts receivable.

     Operating profit increased in the second quarter and first six months

due to the factors described above.  The year-to-date improvement in

operating profit as a percentage of sales 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 Direct Selling discontinued operation.  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.





                                   -17-

<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 second quarter and first

six months 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 second quarter and

first six months 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 six months of 1997 from

operating activities for continuing operations were from net income,

depreciation and amortization.  The major uses of funds were increased

accounts receivable which increased due to the higher sales volume, timing

of sales in the quarter and extended credit programs; increased inventories

to support the higher sales volume; increased other assets reflecting the

addition of a long-term escrow deposit related to the sale of Hamilton

U.S.; and lower accounts payable and accrued expenses due principally to

timing and the payment of year-end payrolls and benefits.  Accounts

receivable in the second quarter of 1997 increased 9% compared to the



                                   -18-

<PAGE>

second quarter of 1996.  The increase exceeded the 4.7% second quarter 1997

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

of extended accounts receivable terms.

     The major use of cash in investing activities in the first six months

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 uses of cash in financing activities in the first six months

of 1997 were for dividends to shareholders, purchases of common stock and

reduced borrowings.  Purchases of common stock principally included shares

repurchased by the Company.  During the first six months this year, the

Company repurchased 487 thousand shares for $14.6 million.  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 June 30, 1997, .3

million shares remained available for purchase under the program.  On July

23, 1997, the Company's Board of Directors authorized the repurchase of up

to 2.5 million shares of the Company's outstanding common stock under its

ongoing stock repurchase program, to be used for general corporate purposes

or employee benefit plans.  Share purchases will be made from time to time

in the open market or in private transactions, depending





                                   -19-

<PAGE>

on market and business conditions.  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 aggregate

exercise price of the total number of stock options outstanding was $83

million at June 30, 1997, and the Company could receive some or all of

these funds in the future if the options are exercised.

     Loans payable were reduced by the proceeds from the sale of the

Company's United States Hamilton Direct Response businesses.  Net payables

to discontinued operations on the balance sheet are principally

intercompany loans from the Direct Selling Group.  Net receivables from

discontinued operations and net assets of discontinued operations decreased

principally due to the impact from the sale of the Company's United States

Hamilton business and net loss on disposition.

     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 $9,767,000 increased the cumulative translation component

of shareholders' equity which contributed to the shareholders' equity

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

the June 30, 1997 balance sheet that produced the 1997 change in the

cumulative translation component of shareholders' equity were decreases in

net discontinued operations by $3,135,000; and continuing operations

decreases in working capital by $291,000, decreases in net property, plant







                                   -20-

<PAGE>

and equipment by $185,000 and other assets by $6,156,000.  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.







































                                   -21-



                                     
<PAGE>
                                 PART II. OTHER INFORMATION


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

      (a)         Exhibits

       -          Amendment of G. William Seawright Employment Agreement

       -          Amendment of G. William Seawright Retirement Agreement

       -          Amendment of Allan G. Keirstead Supplemental Retirement
                  Contract

       -          Second Amendment to the Supplemental Retirement Contract
                  with Ronald R. Jalbert

       -          Thomas E. Evangelista Agreement

       -          Carmen J. Mascaro Agreement

       -          Bruce H. Wyatt Retirement Agreement

       -          John J. Dur Separation Letter Agreement

       -          Form of Retention Benefits Plan as described in the
                  Estimated Termination Benefits Summary Letters for Stanhome
                  Inc. Corporate Headquarters Exempt Employees (Similar plans
                  exist with Allan G. Keirstead, Bruce H. Wyatt, Ronald R.
                  Jalbert, Thomas E. Evangelista, and Carmen J. Mascaro)

       -          Second Amendment to Stanhome Inc. Supplemental Pension
                  Plan

       -          Stanhome Supplemental Investment Savings Plan, as amended
                  and restated

       -          Financial Data Schedule

      (b)         Reports on Form 8-K

       -          A Current Report on Form 8-K dated May 22, 1997 was filed
            by Stanhome Inc. with the Securities and Exchange Commission on
            June 5, 1997 reporting under Item 2 and Item 7 regarding the
            disposition of the Company's U.S. Hamilton Direct Response
            Group together with the associated pro forma condensed
            consolidated balance sheet dated March 31, 1997 and pro forma
            condensed consolidated statements of income for the three
            months ended March 31, 1997 and for the year ended December 31,
            1996.


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









                                   -22-
<PAGE>






                              Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              STANHOME INC.
                              (Registrant)



Date:  August 12, 1997
                              /s/G. William Seawright
                              G. William Seawright
                              President and Chief Executive Officer



Date:  August 12, 1997
                              /s/Allan G. Keirstead
                              Allan G. Keirstead
                              Chief Administrative and Financial
                              Officer





                                   -23-
<PAGE>

                               EXHIBIT INDEX
<TABLE>
<CAPTION>
                                     
Reg. S-K
Item 601             Exhibit                            10-Q Page No.
_________            _______                            _____________
<S>                  <C>                                      <C>
10(a)                Amendment of G. William Seawright        25
                     Employment Agreement

10(b)                Amendment of G. William Seawright        26
                     Retirement Agreement

10(c)                Amendment of Allan G. Keirstead          28
                     Supplemental Retirement Contract

10(d)                Second Amendment to the Supplemental     29
                     Retirement Contract with
                     Ronald R. Jalbert

10(e)                Thomas E. Evangelista Agreement          31

10(f)                Carmen J. Mascaro Agreement              35

10(g)                Bruce H. Wyatt Retirement Agreement      39

10(h)                John J. Dur Separation Letter Agreement  48

10(i)                Form of Retention Benefits Plan as       51
                     described in the Estimated Termination
                     Benefits Summary Letters for
                     Stanhome Inc. Corporate Headquarters
                     Exempt Employees (Similar plans exist
                     with Allan G. Keirstead, Bruce H. Wyatt,
                     Ronald R. Jalbert, Thomas E. Evangelista,
                     and Carmen J. Mascaro)

10(j)                Second Amendment to Stanhome Inc.        52
                     Supplemental Pension Plan

10(k)                Stanhome Supplemental Investment         53
                     Savings Plan, as amended and
                     restated

27                   Financial Data Schedule                  71

</TABLE>











                                   -24-