UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            FORM 10-K
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the Fiscal Year Ended December 31, 1996
                                OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the transition period from __________ to _________.

                 Commission file number: 1-11007

                         TOASTMASTER INC.
      (Exact name of registrant as specified in its charter)

          MISSOURI                           43-1204566
(State or other jurisdiction  I.R.S. Employer Identification No.)
of incorporation or organization)

1801 NORTH STADIUM BOULEVARD, COLUMBIA, MISSOURI         65202
(Address of principal executive offices)               (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (573) 445-8666

   SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                     Name of Each Exchange
Title of Each Class                     on Which Registered 

Common Stock, $.10 par value         New York Stock Exchange

   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                              None.

     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 [ ]

     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS
PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN,
AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE,
IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY
REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K.  [X] 

     THE AGGREGATE MARKET VALUE OF THE 3,466,814 SHARES OF COMMON
STOCK OF THE REGISTRANT HELD BY NON-AFFILIATES OF THE REGISTRANT
ON JANUARY 31, 1997 WAS $13,433,904.  AT JANUARY 31, 1997, THERE
WERE 7,538,250 SHARES OF THE REGISTRANT'S COMMON STOCK
OUTSTANDING.

               DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE
INTO THE INDICATED PARTS OF THIS REPORT:  (1) 1996 ANNUAL REPORT
TO SHAREHOLDERS - PART II AND (2) DEFINITIVE PROXY STATEMENT FOR
THE 1997 ANNUAL MEETING OF SHAREHOLDERS TO BE FILED WITH THE
COMMISSION PURSUANT TO REGULATION 14A - PART III.



<PAGE>


                              PART I

ITEM 1.   BUSINESS.

                             BUSINESS

GENERAL

     Toastmaster Inc. ("Toastmaster" or the "Company") designs,
manufactures, markets and services a wide array of electrical
consumer appliances and time pieces under the brand names of
Toastmaster [Registered Trademark] and Ingraham [Registered
Trademark].  These products may be classified into three separate
categories:  kitchen countertop appliances, time products and
environmental products.  Kitchen countertop appliances account
for most of Toastmaster's revenues.  See "BUSINESS--Products." 
Although the Company historically has been best known for its
complete line of toasters, including its Bagel Perfect
[Trademark] toasters, its kitchen countertop appliances include a
wide variety of other popular electric products, such as the
Corner Bakery [Trademark] breadmaker with dessert function, the
Bread Box [Registered Trademark] automatic breadmaker, the Cool
Edge Grill [Trademark], the Speed Grill [Trademark] indoor
contact grill, Snackster [Registered Trademark] snack and
sandwich makers, countertop ovens, dessert and waffle bakers,
griddles, buffet ranges, Handi-Pan [Registered Trademark] mini-
fry pans, carving knives, hand mixers, can openers, blenders,
food slicers , coffee makers and grinders and tea kettles.  The
Company's time products consist of an extensive line of clocks
and timers, including battery wall clocks, electric analog alarm
clocks, decorator wall clocks and mechanical and electronic
household timers.  The Company's environmental products include
electric fans, forced-air, radiant and ceramic heaters and
console and table-top humidifiers.  The Toastmaster [Registered
Trademark] brand name has been in continuous use since the
invention of the automatic pop-up toaster by a predecessor of the
Company in 1926, and the Ingraham [Registered Trademark] brand
name has been used on time products manufactured by the Company
or its predecessors since 1831.

BACKGROUND AND FORMATION OF THE COMPANY

     Although the Company was incorporated on January 24, 1980,
its predecessors trace their origin to the E. Ingraham Company
founded in 1831.  The Company's senior executive officers, Robert
H. Deming, Daniel J. Stubler and John E. Thompson, operated the
consumer products group (including its predecessor division) of
the McGraw-Edison Company beginning in 1976.  Toastmaster Inc., a
privately-held corporation formed by management of that group,
including these same key executives, acquired the kitchen
countertop appliance, environmental and time products businesses
of this group from the McGraw-Edison Company in 1980.  In October
1983, Toastmaster Inc. was acquired by Magic Chef, Inc. and was
operated as a wholly-owned subsidiary by these executives.  The
management team, led by the Company's current senior executive
officers, purchased Toastmaster Inc., effective January 1, 1987,
following the acquisition of Magic Chef, Inc. by the Maytag
Company.  On June 23, 1994, the Company changed its state of
incorporation from Delaware to Missouri through a merger with a
wholly-owned subsidiary corporation.

     The Company's principal executive offices are located at
1801 North Stadium Boulevard, Columbia, Missouri 65202, and its
telephone number is (573) 445-8666.  Unless the context otherwise
requires, the terms "Toastmaster" or the "Company," as used in
this report, refer to Toastmaster Inc., a Missouri corporation,
and its predecessors.

BUSINESS STRATEGY

     The Company's business strategy is to capitalize on its
established brand names by offering a superior combination of
product quality, value and customer service at the appropriate
price points for its various channels of distribution.  The
Company manufactures products in categories in which the Company
already has or believes it can achieve a significant market
share.  Toastmaster believes it currently holds the first or
second market position for toasters, countertop ovens, waffle
bakers, buffet ranges and griddles.  This market position
assessment is based primarily on a comparison of the Company's
unit sales with nonpublic information as to aggregate unit sales
by product category compiled by an independent organization based
on data submitted by industry participants.


<PAGE>


     The Company continues to expand its core of established
products through new product development.  These innovations
frequently involve technological advances in product design and
functionality and capitalize on emerging trends in consumer needs
and shifts in tastes and preferences.  See "BUSINESS--New
Products."  The Company also regularly enhances existing product
features and modernizes product designs.  In addition, the
Company uses a combination of promotional and direct selling
efforts to maintain and expand upon its strength in all major
channels of distribution and to access new channels of
distribution.

     The trend toward "just-in-time" purchasing by the Company's
customers and the related need to ship promptly have been
evolving for several years based on the desire by retailers to
more closely manage inventory levels.  The Company has responded
to this trend by seeking to shorten the lead time for production,
working with its suppliers to obtain delivery of raw materials
and components more promptly, and improving its forecasts of
future demand.  As a result, the Company has been able, in many
cases, to produce and ship more rapidly while reducing its
inventory in relation to net sales.  The Company also believes
that certain products can be acquired more cost effectively by
purchasing these products from outside vendors.

PRODUCTS

     The Company's product line currently consists of 196 models
of the Company's kitchen countertop appliances,  632 models of
the Company's time products and 17 models of the Company's
environmental products.  As used herein, the term "models" means
stock-keeping units, which term includes different products as
well as similar products with different features.

     The following table sets forth the approximate amounts and
percentages of the Company's revenues by each of its principal
product categories during the periods shown. 

                                           Year Ended December 31,
                         1996                  1995                 1994
                                           (Dollars in thousands)
                  Revenues   Percent  Revenues     Percent   Revenues  Percent

Kitchen countertop 
  appliances      $130,712    76.6%   $158,080       79.5%     $150,407  73.9%
Time products       34,918    20.5%     33,221       16.7%       35,339  17.4%
Environmental 
  products*          5,009     2.9%      7,663        3.8%       17,722   8.7%
                  
                  $170,639   100.0%   $198,964       100.0%    $203,468  100.0%

_______________
* The Company plans to dispose of its environmental products line in 1997. 
See "BUSINESS--Restructuring."

     Kitchen Countertop Appliances.  Toastmaster has historically
been best known for its complete line of two-slice and four-slice
toasters.  Based on the number of units sold, the Company
believes that it currently has the second highest market share in
the total toaster product category.  In order to maintain its
market position, the Company periodically augments its toaster
line with additional product and design features, such as cool-
touch exteriors, three slots with one wide slot capable of
handling larger items such as bagels and pastries, extra wide
slots, and an under-the-cabinet model. The Company expects to
introduce several new toasters in 1997, including a classic style
chrome toaster.

     New additions planned for the Company's other lines of
kitchen countertop appliances in 1997 include the Breadmaker's
Hearth [Trademark], a revolutionary breadmaker/countertop oven, a
line of clothes irons, European styled deep fat fryers, a line of
Chromatics [Trademark] appliances, with all chrome exterior
finish, the Corner Bakery [Trademark] breadmaker with dessert
function, food steamers, two new Wafflemaster [Trademark] waffle
bakers, a Cool Edge Grill [Trademark] with searing section and
several high-end Swiss design coffee makers.


<PAGE>



     New additions to the Company's line of kitchen countertop
appliances in 1996 included the Bagel Perfect [Trademark]
toasters, the Waffle Express [Trademark] waffle baker, a line of
electric tea kettles, a compact "deli" food slicer, a combination
coffee maker/grinder, an under-cabinet can opener, a hand held
electric can opener and a new  line of  Comfort Zone [Trademark]
ergonomic hand mixers.

     The Company believes it has a significant market share of
the countertop oven product category, which includes toaster-
oven-broilers, oven broilers and convection ovens.  Historically,
the Company has been a leader in product and engineering
innovation in this product category, including the introduction
of the continuous cleaning countertop oven, the under-the-cabinet
toaster-oven-broiler and the first cool-touch toaster-oven-broiler.
In 1997, the Company plans to introduce the first
combination breadmaker/countertop oven.

     Based on the number of units sold, the Company believes it
continues to be the market leader in waffle bakers and to be one
of the top two sellers of buffet ranges.  The Company's
leadership in waffle bakers has been maintained through new
product introductions such as the Waffle Express [Trademark]
waffle baker, Belgian waffler and cool-touch waffle bakers.

     Based on the number of units sold, the Company believes it
has the second largest share of the griddle market.  In addition
to offering cool edge perimeter griddles and variations in size,
the Company introduced a "keep warm" feature to differentiate its
products in this product category.  The Company also offers a
number of other popular electric kitchen countertop products
under the Toastmaster brand name, including Handi-Pan [Registered
Trademark] mini-fry pans, carving knives, mixers, can openers,
Chopster [Registered Trademark] mini food processor, blenders,
food slicers, tea kettles, and coffee makers and grinders, which,
with the exception of the Handi-Pan [Registered Trademark], are
manufactured for the Company by other manufacturers.

     Time Products.  The Company offers an extensive line of
clocks and timers, generally sold under the Ingraham [Registered
Trademark] brand name, most of which are manufactured at the
Company-owned plant in Laurinburg, North Carolina.  The Company's
time products are comprised of electric analog alarm clocks,
electric and quartz wall clocks, imported key-wound clocks,
L.E.D. digital clocks and decorator wall clocks with wooden
cases.  The time products market is highly fragmented. While
overall "SKU" counts have remained relatively flat during the
past several years many new models have replaced previously
existing models, reflecting current trends in home decorating.

     The Company also manufactures household (electromechanical)
timers, which are used for, among other purposes, switching
electric lights and other appliances on and off at predetermined
times.  Toastmaster is one of two principal manufacturers of
household timers.

     In addition to the normal line changes in 1996, late in the
year, the Company introduced a new line of analog electric clocks
bearing the Timex [Registered Trademark] brand name under a
license agreement with that company. The Company expects this
line to expand in 1997. Several new models also are expected to
be introduced to replace existing models.  See
"BUSINESS--Marketing and Customers."

     Environmental Products.  The Company's environmental
products, all of which are electric-powered, include fans,
forced-air, radiant and ceramic heaters and console and table-top
humidifiers.  Most of these products were manufactured in the
United States, either at the Company-owned facility in Boonville,
Missouri or at outside contract manufacturers. After extensive
review, as part of the Company's overall restructuring, the
Company plans to dispose of its environmental products line in
1997. After several years of disappointing sales and profit
margins, despite numerous new product introductions during the
past several years, the Company believes that it should
concentrate its efforts on the more profitable areas of the
Company's business, kitchen appliances and time products. See
"BUSINESS--Restructuring."

NEW PRODUCTS

     The Company has a product planning and development staff
which is devoted to the creation of new products and the
enhancement of existing products.  This staff is also responsible
for feasibility analysis of new product ideas and oversees the
process of developing each new product through the initial
production run.  This staff regularly collaborates with
marketing, sales and engineering personnel to anticipate
opportunities and generate ideas for new products and product


<PAGE>


enhancements.  A combination of market research, competitive
product tracking, and feedback from key retail buyers is used to
obtain information on market and consumer trends and to identify
shifts in consumer tastes and preferences.

     The development of new products and the enhancement of
existing products are important to the Company's business.  The
Company's tradition of product innovation dates back to the
invention of the automatic pop-up toaster in 1926 by a
predecessor of the Company and has frequently involved
technological advances in product design and function.
Illustrations of these innovations include the Breadmaker's
Hearth [Trademark], a revolutionary breadmaker/countertop oven, 
Bread Box [Registered Trademark] breadmakers with exclusive bread
stick and butter making features, the Corner Bakery [Trademark]
breadmaker, with special dessert function,  Bagel Perfect
[Trademark] toasters with a special adjustment to toast bagels on
one side while only warming the other side, the Cool Edge Grill
[Trademark] , with searing section, the Speed Grill [Trademark]
indoor contact grill, the Handi-Pan [Registered Trademark] mini-
fry pan with a removable control handle to make it dishwasher
safe, cool-touch steel toasters, continuous-cleaning and cool-
touch toaster-oven-broilers, under-cabinet four-slice toasters,
and three-slice toasters having a wide slot capable of handling
larger items such as bagels and pastries.  The Company also
regularly enhances existing products by adding new features and
modernizing their designs in order to maintain their visual
appeal and competitiveness.
     
     Toastmaster introduced a number of new products during 1996,
including a fresh assortment of Bread Box [Registered Trademark]
bread machines, including one model with an exclusive bread stick
pan and bake cycle, a line of Bagel Perfect [Trademark] two-slice
toasters that feature an automatic wattage reduction switch for
toasting bagels and English muffins, a line of electric tea
kettles, a compact "deli" food slicer, a combination coffee
maker/grinder, an under-cabinet can opener, a hand held electric
can opener and a new line of Comfort Zone [Trademark] ergonomic
hand mixers.

     Toastmaster plans to introduce additional new products
during 1997, including several four-slice Bagel Perfect
[Trademark] toasters, a classic style chrome finish toaster, the
Breadmaker's Hearth [Trademark], a revolutionary
breadmaker/countertop oven, a line of clothes irons, European
styled deep fat fryers, a line of Chromatics [Trademark]
appliances, with all chrome exterior finish, the Corner Bakery
[Trademark] breadmaker with dessert function, food steamers, two
new Wafflemaster [Trademark] waffle bakers, a Cool Edge Grill
[Trademark] with searing section and several high-end Swiss
design coffee makers.

RESTRUCTURING

     The Company has announced a restructuring plan designed to
strengthen future financial performance by improving the
Company's cost structure as well as its competitive posture.  The
plan includes the outsourcing of production of certain kitchen
countertop appliances and the disposal of the Company's
environmental products line.

     Based on an evaluation of relative manufacturing and
shipping costs, the Company has determined that certain of its
kitchen countertop appliances can be made more price competitive
by terminating their production at the Company-owned plant in
Boonville, Missouri and sourcing them from lower cost vendors. 
The new cost per unit of these products, including shipping, is
expected to result in savings ranging from 10% to 30% as compared
to their 1996 cost of production.  

     Due to low margins, lack of retail shelf space and low
growth potential, the Company  announced the planned disposition
of its environmental products line which consists of electric
fans, forced air, radiant and ceramic heaters, and console and
table-top humidifiers.  The disposal of that product line is the
culmination of the Company's decision nearly two years ago to de-
emphasize environmental comfort products which collectively
accounted for only 3.8% of total revenues for the year ended
December 31, 1995 and less than 3% of total revenues for the year
ended December 31, 1996.  While the Company has received several
inquiries regarding the sale of the environmental products
business, no substantive discussions regarding this possible sale
are currently ongoing.

     As a result of these actions the Company recorded during the
fourth quarter of 1996 a one-time pre-tax special charge of
approximately $7.6 million ($4.9 million after taxes, or $.65 
per share).  Only approximately $250,000 of this special charge
will impact cash through the payment of expenses related to the
restructuring.  The remaining portion of the special charge was
non-cash in nature consisting primarily of tooling and inventory
write-downs and increases in inventory reserves.



<PAGE>



     The Company plans to reduce its total work force from 1996
fourth quarter levels by approximately 10%, effective April 15,
1997, due to the above initiatives.  The Company-owned plant in
Macon, Missouri, together with scaled-down operations at the
Company-owned facilities in Boonville, Missouri, will continue to
manufacture the kitchen countertop appliances sold by the Company
that are not sourced from other vendors.  This restructuring is
not expected to have any significant impact on the Company's time
products operations in Laurinburg, North Carolina.

MARKETING AND CUSTOMERS

     The Company's products are sold in all major channels of
distribution through approximately 900 active accounts, including
mass merchandisers, department stores, catalog showrooms,
hardware cooperatives, wholesale clubs, military exchanges and
other retailers, as well as through private-label arrangements. 
The Company's major retail customers include Wal-Mart (including
Sam's Clubs), Service Merchandise, Kmart, Target Stores (a
division of Dayton Hudson), Sears Roebuck, Army-Air Force
Exchange Service, Caldor Inc., Ace Hardware, Cotter & Company
(True Value), J.C. Penney, Price/Costco, Montgomery Ward,
Federated and Macy's Department Stores, and May Department
Stores.  The Company also sells to two-step distributors who sell
to department and other stores that prefer to utilize the
services of a distributor.

     The Company distributes its products in each of the
geographic regions in the United States.  Export sales in 1996
increased approximately 30% over export sales in the prior year
and have continued to account for less than 10% of the Company's
revenues.

     During 1994, 1995 and 1996, Wal-Mart (including Sam's Clubs)
accounted for approximately 30%, 29% and 27%, respectively, of
the Company's revenues.  Wal-Mart is the only customer of the
Company that accounted for more than 10% of the Company's
revenues during such periods.  During 1994, 1995 and 1996, the
Company's revenues in the aggregate with respect to its five
largest customers were approximately 47.7%, 45.7% and 42.8%,
respectively, of its total revenues.  Although the Company has
long-established relationships with many of its customers, the
Company does not have long-term supply contracts with them.  See
"Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations."

     Certain large customers are treated as national accounts and
are serviced directly by approximately 15 members of the
Company's internal sales staff.  The Company also sells its
products through approximately 120 independent commissioned
salespersons affiliated with manufacturers' representatives
organizations.  Sales representatives are located nationwide and
are paid an agreed commission based on a percentage of sales in
their respective territories.  The Company's sales representative
agreements are generally terminable by either party on 30 days
notice.

     The Company strengthens its brand name recognition and
product awareness at the consumer level through various
advertising and promotional strategies, including cooperative
advertising with retailers, national magazine ads and other print
media, television ads and trade publications .  The Company also
makes use of in-store displays and product demonstrations.  Cross
promotions of the Company's products with nationally recognized
food brands recently have been utilized at the point of sale
including the promotion of the Bread Box [Registered Trademark] 
with ConAgra bread mixes and Red Star [Registered Trademark]
yeast. The Company also offers manufacturer's rebates on selected
products.  Television advertising is used primarily for the
introduction of new products.  No significant television
advertising was conducted in 1996 and no significant television
is currently planned for 1997.

     Beginning in 1996 and expanding for 1997, the Company
entered into and is pursuing additional alliances with companies
owning highly recognizable brand names that will license the use
of those names on new products introduced by the Company.  Recent
examples of this strategy include several new models of clothes
irons bearing the Faultless Starch [Registered Trademark] brand
name, time pieces bearing the Timex [Registered Trademark] brand
name, and a selection of kitchen appliances bearing the Gear
[Registered Trademark] brand name. Certain of these products may
jointly bear the Toastmaster brand name in order to combine the
strength of household names with instant favorable recognition.


<PAGE>



SERVICE

     The Company seeks to deliver superior service by managing
its business to satisfy the needs and preferences of its
customers as well as consumers.  Management seeks to accomplish
this by manufacturing high quality products in volume to provide
value pricing, ready availability and design features and by
providing marketing support and operational assistance.  In
addition, the Company provides after-sale service to address or
repair problems associated with the products by furnishing
information on product use and obtaining feedback on satisfaction
with the product.

     By operating Company-owned production facilities,
Toastmaster is usually able to provide on-time shipments of its
products.  The ability to control production at its own
manufacturing facilities and produce products in large quantities
gives the Company an advantage in satisfying the varying volume
requirements of its retail customers.

     Toastmaster responds to a variety of its customers'
operational needs by assisting customers with in-store stocking
and monitoring of inventory levels, as well as promptly
processing cooperative advertising and promotional discount
requests.  In addition, the Company provides promotional support
for its products in the form of in-store displays and product
demonstrations.  In response to the growing preference among
retailers for paperless order systems, the Company has utilized
the EDI (Electronic Data Interchange) capability of its computer
system for several years.  Toastmaster's EDI capabilities enable
the Company to more efficiently receive electronic transmission
of customer orders and transmit shipping and invoice information
electronically.  A significant enhancement to the order
processing and EDI processing systems was implemented during 1995
and early 1996.  Additional enhancements are planned for 1997.
 
     The Company maintains a consumer relations department and a
national service center to respond to requests for information,
to handle product repairs, to coordinate the Company's nationwide
network of authorized service centers and to assure prompt
responses to consumer requests and concerns.  Each of the
Company's products includes an instruction manual and the address
and telephone number of Toastmaster's national service center
from which consumers may obtain further information.

     Products sold after January 1, 1996 generally have a limited
three-year warranty from the date of purchase.  Prior to this
date, the Company's products generally were sold with a limited
one-year warranty from the date of purchase, although limited
warranties with respect to certain of the Company's toasters,
toaster-ovens and griddles are provided for two years from the
date of purchase.  In addition, the Company's wide slot three-
slice toaster has a limited warranty that extends for the
lifetime of the original purchaser.  In the case of defects in
material or workmanship, the Company agrees to repair or replace
the defective product without charge.

PRODUCTION AND PRODUCT SERVICES

     Products accounting for more than 75% of the Company's net
sales are manufactured at its own domestic facilities.  The
Company manufactures toasters, toaster-oven-broilers and electric
heating elements at its Company-owned plant in Macon, Missouri. 
All other kitchen countertop appliances are manufactured at the
Company-owned plant in Boonville, Missouri.  Time products
manufactured by the Company are produced at the Company-owned
plant in Laurinburg, North Carolina.  The Company believes that
its ownership of manufacturing plants facilitates cost savings
through vertical integration, incorporation of manufacturing
technology and other improvements in productivity and cost
control in certain products. The Company also believes, however,
that certain products can be acquired more cost effectively from
outside vendors. The mix of products manufactured in the
Company's facilities versus those purchased from contract
suppliers is likely to change in the future, but the Company
currently intends to continue to manufacture over 60% of its
products in the near future.   See "BUSINESS--Restructuring."

     By manufacturing the majority of its products in Company-
owned plants, the Company believes it is better able to assure
product quality and reliability than many of its competitors that
make more extensive use of product imports.  This approach also
improves the Company's ability to provide on time and
uninterrupted product shipments as well as minimizing certain
risks associated with reliance on foreign vendors, such as
foreign currency fluctuations, import duties, trade restrictions,
work stoppages and political instability.  In certain categories,
however, products are imported which are <PAGE> manufactured in
accordance with the Company's design and engineering
specifications and are inspected by the Company to assure that
quality control is maintained.

     The Company's engineering department is responsible
primarily for the design and testing of its products.  The
Company has acquired a computer design system to assist its
engineers in developing new products and modifying existing
products. 

     Most of the component parts and raw materials purchased by
the Company for its manufacturing operations, such as finished
and aluminized steel, phenolic resins and molded parts are
available from numerous suppliers.  The Company does not believe
that it is dependent on any single source for any significant
portion of its component purchases or raw materials, the loss of
which may have a material adverse effect on the Company.  The
Company has not experienced any significant raw material or
component shortages.

SEASONALITY

     The Company believes that sales of many of its products are
seasonal, in that a significant percentage of certain of its
products are given as gifts, and therefore sell in larger volumes
during the Christmas shopping season.  The Company's gross
profits are generally lower in the first quarter than in the
fourth quarter due, in part, to a higher level of sales in the
last quarter which enables fixed production costs to be spread
over a greater number of units. See Note 9 of Notes to
Consolidated Financial Statements under "Item 8.  Financial
Statements and Supplementary Data" for quarterly financial
information.

COMPETITION

     The product categories in which the Company competes are
mature and highly competitive.  Competition is based upon price
and quality, as well as innovation in the design of new products
and replacement models and in marketing and distribution
approaches.  The Company believes that new product introductions,
such as Bagel Perfect [Trademark] toasters, breadmakers with
unique functions like dessert cycles, bread stick pans, and
butter cycles,  the Cool Edge Grill [Trademark] with searing
section, and enhancements of existing products, as well as their
continued market acceptance, are of particular importance to the
Company's growth and profitability.  The Company competes with
established companies, several of which have substantially
greater facilities, personnel, financial and other resources than
those of the Company.  The Company's competitors in its major
product categories (some of which effectively compete only in
certain subcategories) include, among others:  (i) kitchen
countertop appliances -- NACCO Industries (Proctor-Silex and
Hamilton Beach), Black & Decker, Sunbeam Corp. (Sunbeam-Oster),
Rival Co., Health-o-meter  Products Inc. (Mr. Coffee), Salton-
Maxim and National Presto; and (ii)  time products -- General
Time, Spartus and Intermatic.

     The Company believes its most important competitive
strengths are favorable consumer recognition of the Company's
well established brand names, its core of established products,
the quality, design and competitive pricing of those products,
innovation in the development of new products and the enhancement
of existing products, its access to all major channels of
distribution, its ability to provide quality and on-time shipment
through Company-owned plants and warehouses, attention to
customer needs and service and the continuity and ability of its
management team.  

EMPLOYEES

     As of December 31, 1996, the Company employed approximately
1,560 persons.  The Company plans, however, to reduce its total
work force from 1996 fourth quarter levels by approximately 10%,
effective April 15, 1997, due to the Company's restructuring
initiatives.  See "BUSINESS -- Restructuring."  The Company's
employees are not represented by any labor union. The Company
generally considers its relationship with employees to be good.



<PAGE>




REGULATION

     The Company is subject to federal, state and local
regulations concerning the environment, occupational safety and
health, and consumer products safety.  The Company has not
experienced significant difficulty in complying with such
regulations and compliance generally has not had an adverse
effect on the Company's business.  All of the Company's electric-
powered products (other than certain battery operated products
for which listing is not available) are listed by Underwriters
Laboratories, Inc. ("UL"), or the Canadian Standards Association
(CSA), or have a cross listing (CUL),  recognized  by  both
organizations.  These organizations are independent, not-for-
profit corporations engaged in the testing of products for
compliance with certain public safety standards.

TRADEMARKS AND PATENTS

     The Company holds a number of patents and trademarks
registered in the United States and foreign countries for various
products and processes, including the Toastmaster [Registered
Trademark] and Ingraham [Registered Trademark] trademarks
registered with the United States Patent and Trademark Office. 
The Company considers these two trademarks to be of considerable
value and of material importance to its business.

     The Company holds numerous domestic and international
patents, including design patents.  The Company believes that
none of the Company's product lines is dependent upon any single
patent or group of patents.


ITEM 2.   PROPERTIES.

     The Company owns all of the facilities listed below.  These
facilities have been pledged as collateral to secure payment of
the Company's debt obligations.  See Note 3 of Notes to
Consolidated Financial Statements under "Item 8.  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA."  The following table sets
forth the location, approximate square footage and principal use
of each of the Company's significant facilities.

     Location                       Square Feet         Use

Boonville, Missouri. . . . . . . .     169,000     Manufacturing facility
Macon, Missouri. . . . . . . . . .     171,000     Manufacturing facility
Laurinburg, NC . . . . . . . . . .     223,000     Mfg. and Whse. facility
Columbia, Missouri . . . . . . . .     107,000     Warehouse
Columbia, Missouri . . . . . . . .      65,000     Warehouse
Moberly, Missouri  . . . . . . . .     134,000     Warehouse
Columbia, Missouri . . . . . . . .      62,000     Executive offices
Boonville, Missouri. . . . . . . .      58,000     Service center
Kirksville, Missouri . . . . . . .     114,000     Warehouse

     The Company believes that its facilities generally are
suitable and adequate for its current level of operations and
provide sufficient productive capacity for its foreseeable needs
without the need for material capital expenditures.  The Company
completed construction of a warehouse addition of approximately
48,000 square feet on the Laurinburg, North Carolina facility in
late 1996, and occupied the new space in January 1997.  The
Company believes that certain roof and other repairs will be
necessary in 1997 for both the Macon, Missouri facility  and the
larger of the two Columbia, Missouri warehouses.


<PAGE>



ITEM 3.   LEGAL PROCEEDINGS.

GENERAL

     The Company is a party to various actions and proceedings
incident to its normal business operations.  The Company believes
that the outcome of such litigation will not have a material
adverse effect on its business, financial condition or results of
operations.  The Company has product liability and general
liability insurance policies in amounts it believes to be
reasonable given its current level of business.  It is
conceivable, however, that the Company could incur claims for
which it is not insured or that exceed the amount of its
insurance coverage.

CERTAIN ENVIRONMENTAL MATTERS

     The Company is a party to environmental proceedings at two
sites which are described below and is investigating the need for
remediation at two additional facilities of the Company.  The
Company has accrued approximately $200,000 for the anticipated
future costs of investigation and remediation.  Although such
costs could exceed that amount, the Company believes that any
such excess will not be material to the Company.

     On May 30, 1991, the Missouri Department of Natural
Resources ("MDNR") submitted a letter to Toastmaster proposing to
place the Company's Kirksville, Missouri facility on the Missouri
Registry of Confirmed Abandoned or Uncontrolled Hazardous Waste
Disposal Sites in Missouri.  Toastmaster appealed the listing.  A
Consent Agreement resolving the matter was executed in February
1997 and, as a result, the site will not be listed.  A remedial
action plan is currently being developed.  Toastmaster is
committed to an appropriate remediation of the site.

     Toastmaster is one of over 300 potentially responsible
parties ("PRPs") at the Missouri Electric Work site in Cape
Girardeau, Missouri (the "Site"), which has been identified for
cleanup under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA").  Under CERCLA,
a PRP's liability for cleanup costs is strict, joint and several. 
A Consent Decree has been entered into by PRPs which includes a
commitment to pay for soil remediation and groundwater
investigation at the Site.  This Decree has been approved.  Under
the Consent Decree's allocation formula, Toastmaster's fractional
share of the cost of soil remediation and groundwater
investigation is approximately 0.479% of the total cost, which
percentage and therefore the portion of the remediation and
investigation costs borne by the Company may vary depending upon
the government's or participating PRP's ability to collect from
non-signing PRPs or the failure of signing PRPs to pay the
amounts for which they are responsible under the Consent Decree. 
The total cost for soil remediation and groundwater investigation
is currently estimated at $17 million.  Based on this estimate,
and taking into account the portion agreed to be borne by de
minimis settlors, settling federal defendants and the
Environmental Protection Agency ("EPA"), Toastmaster's allocated
share of costs under this Consent Decree is estimated to be
approximately $50,000.

     The provisions of the Consent Decree to which the Company is
a party do not address groundwater remediation, the cost of which
has not been determined.  Primarily because of the small volume
of waste Toastmaster allegedly contributed to the Site, as well
as the large number of other PRPs and the EPA's commitment to pay
20% of the total cost of groundwater remediation, Toastmaster
does not anticipate that its share of groundwater remediation
costs will be material.

     Contamination was detected at the Laurinburg, North Carolina
facility of the same types of materials as those detected at the
Kirksville site described above.  The Company notified the North
Carolina Department of Health and Environment of this
contamination.  Toastmaster was notified by letter dated February
5, 1990 that the Laurinburg facility has been included on the
Inactive Hazardous Waste Sites Priority List.  Once placed on
this list, responsible parties are encouraged to cleanup the site
or, if the site endangers public health or the environment, a
remedial action can be ordered by the State.  After conducting
the necessary investigative work and acquiring the approval of
the State, a remedial plan was implemented at this site
consisting of a groundwater recovery system.  In addition, a
former waste water treatment facility has been closed in
accordance with applicable environmental requirements.



<PAGE>



     Contamination was detected at the Macon, Missouri facility
of the same type of materials as those detected at the Kirksville
site previously described.  The Company has entered into a
contract with a consultant to provide further investigative and
remedial work.  An agreement to enter the Voluntary Cleanup
Program with the MDNR to remediate the Macon, Missouri facility
contamination was signed in March 1996.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.


ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT.

     Executive officers of Toastmaster are elected annually and
serve until their successors are duly elected and qualified or
until their earlier resignation or removal.  The current
executive officers of the Company, their ages and present
positions with the Company are as follows:

          Name        Age          Position and Offices Held

Robert H. Deming         62        Chairman, Chief Executive
                                   Officer and Director

Daniel J. Stubler        53        President, Chief Operating
                                   Officer and Director

John E. Thompson         49        Executive Vice President --
                                   Chief Financial Officer,
                                   Treasurer and Director

Scott R. Thrasher        41        Senior Vice President -- Sales
                                   and Marketing

Ralph J. Ronalter, Jr.   41        Vice President/General
                                   Manager -- Time Products

Linda G. Arnold          49        Vice President -- Human
                                   Resources and Secretary

     The business experience of each of the executive officers of
the Company during the last five years is as follows:

     Robert H. Deming has served as Chairman of the Board of
Directors, Chief Executive Officer and Director of the Company
since January 1987.  Since joining the Company in 1976, he has
served as President from 1976 through January 1987 and as
Chairman of the Board of Directors and Chief Executive Officer
from 1980 through 1983. Mr. Deming holds a Bachelor of Science
degree in Accounting and a Master of Science degree in Business
Administration from the University of Colorado, as well as a
Doctorate in Business Administration from The Harvard University
Graduate School of Business Administration. Mr. Deming is not
engaged in the day-to-day operations of the Company, but rather
spends his business-related time on monitoring the performance of
the Company, strategic and long-range planning, and identifying
and evaluating acquisition opportunities. In addition, he spends
a portion of his business-related time in the furtherance of the
interests of the Company, which interests include activities
intended either to fulfill the Company's social responsibility or
to keep Mr. Deming abreast of developments or opportunities in
the Company's industry or related fields of knowledge or
management.

     Daniel J. Stubler has served as President, Chief Operating
Officer, and Director since January 1987.  Between 1976 and
January 1987, he served the Company in several capacities, the
last of which was as Senior Vice President with responsibility
for marketing and administration and Secretary of the Company. 
He currently serves as a director of First Missouri
Bancorporation.  Mr. Stubler holds a Bachelor of Science degree
in Accounting from Gannon University and a Masters of Science
degree in Industrial Relations from the University of
Massachusetts at Amherst.



<PAGE>



     John E. Thompson has served as Executive Vice President --
Chief Financial Officer, Treasurer and Director of the Company
since January 1987.  Between 1970 and January 1987, he has served
in several capacities, the last of which was as Senior Vice
President of the Company.  He currently serves as a director of
First National Bank & Trust Company, Columbia, Missouri.  Mr.
Thompson holds a Bachelor of Science degree in Accounting from
Northern Illinois University.

     Scott R. Thrasher joined the Company in 1977 and has served
as Senior Vice President -- Sales and Marketing since April 1995. 
Previously, he served as Senior Vice President -- Sales from
January 1994 to April 1995, and as Vice President -- Sales from
January 1991 to January 1994.  Mr. Thrasher holds a Bachelor of
Science degree in Marketing from the University of Missouri.

     Ralph J. Ronalter, Jr. joined the Company in 1982 and has
served as Vice President and General Manager -- Time Products
since October 1989.  Previously, he served as Vice President with
responsibility for sales and marketing in the Time Products
division from 1984 to October 1989.  Mr. Ronalter holds a
Bachelor of Science degree in Geology from the University of
North Carolina-Chapel Hill.

     Linda G. Arnold joined the Company in 1978 and has served as
Vice President -- Human Resources since January 1987 and as
Secretary of the Company since November 1991.  Previously, she
served as Director of Personnel of the Company from 1984 to
January 1987.  Ms. Arnold attended the University of Missouri,
Kansas City.

     There is no arrangement or understanding between any
executive officer and any other person pursuant to which such
executive officer was selected as an officer except as
contemplated by the Stockholders' Agreement described below.  Mr.
Deming, Mr. Stubler, Mr. Thompson and Ralph J. Ronalter, Jr.,
together with certain other shareholders of the Company, have
agreed to vote those of their shares subject to the Stockholders'
Agreement (representing 3,756,479 shares of Toastmaster common
stock as of January 31, 1997 and constituting approximately 49.8%
of the shares outstanding) in favor of the election of directors
approved by Mr. Deming, including Messrs. Deming, Stubler and
Thompson, and have given their irrevocable proxy to Mr. Deming to
effect that vote.  This voting agreement and related proxy
automatically terminate upon the earlier of May 16, 1999 or Mr.
Deming's death, mental incapacity or voluntary termination of
employment with the Company, at such time as Mr. Deming, together
with his family, ceases to own at least 500,000 shares of Common
Stock (as adjusted for any stock dividend, stock split,
combination or reclassification of shares, recapitalization or
similar transaction) and upon the occurrence of certain other
events specified in the Stockholders' Agreement and proxy (and,
in the case of Mr. Stubler and Mr. Thompson, their voting
agreement and related proxy also terminate if they are
involuntarily terminated from their respective offices or removed
as a director).


                             PART II


ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

     Pursuant to General Instruction G(2) to Form 10-K, the
information required by this Item is incorporated herein by
reference to the information under the caption "Market for the
Company's Common Stock and Related Stockholder Matters" in the
Registrant's 1996 Annual Report to Shareholders.


ITEM 6.   SELECTED FINANCIAL DATA.

     Pursuant to General Instruction G(2) to Form 10-K, the
information required by this Item is incorporated herein by
reference to the information under the caption "Selected
Financial Information" in the Registrant's 1996 Annual Report to
Shareholders.



<PAGE>




ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

     Pursuant to General Instruction G(2) to Form 10-K, the
information required by this Item is incorporated herein by
reference to the information under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 1996 Annual Report to
Shareholders.

     EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE
STATEMENTS MADE IN THIS REPORT ON FORM 10-K ARE FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.  THE COMPANY'S
ACTUAL RESULTS, FINANCIAL CONDITION OR BUSINESS COULD DIFFER
MATERIALLY FROM ITS HISTORICAL RESULTS, FINANCIAL CONDITION OR
BUSINESS, OR THE RESULTS OF OPERATIONS, FINANCIAL CONDITION OR
BUSINESS CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. 
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW UNDER THE
CAPTION "FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS,
FINANCIAL CONDITION OR BUSINESS," AS WELL AS THOSE DISCUSSED
ELSEWHERE IN THE COMPANY'S REPORTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS, FINANCIAL
CONDITION OR BUSINESS

     In order to take advantage of the safe harbor provisions for
forward-looking statements contained in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, added to those Acts
by the Private Securities Litigation Reform Act of 1995, the
Company is hereby identifying important risks and uncertainties
that could affect the Company's actual results of operations,
financial condition or business and that could cause the
Company's actual results of operations, financial condition or
business to differ materially from its historical results of
operations, financial condition or business, or the results of
operations, financial condition or business contemplated by
forward-looking statements made herein or elsewhere, orally or in
writing, by, or on behalf of, the Company.  Factors that could
cause or contribute to such differences include, but are not
limited to, those factors described below.

COMPETITION AND IMPORTANCE OF NEW PRODUCT INTRODUCTIONS

     The product categories in which the Company competes are
mature and highly competitive.  Competition is based upon price
and quality, as well as innovation in the design of new products
and replacement models and in marketing and distribution
approaches.  The Company believes that new product introductions
and enhancements of existing products, as well as their continued
market acceptance, are material factors in its growth and
profitability.  No assurance can be given that the Company will
continue to be successful in introducing new products or further
enhancing existing products to meet customer needs and
expectations.

RELIANCE ON CERTAIN CUSTOMERS

     The Company's revenues in the aggregate with respect to its
five largest customers during 1994, 1995 and 1996 were
approximately 47.7%, 45.7% and 42.8%, respectively, of its total
revenues.  During 1994, 1995 and 1996, Wal-Mart (including Sam's
Clubs) accounted for approximately 30%, 29% and 27%,
respectively, of the Company's revenues.  Although the Company
has long-established relationships with many of its customers,
the Company does not have long-term supply contracts with them. 
A decrease in business from any of its major customers could have
a material adverse effect on the Company's results of operations
and financial condition, as has been true in the past.

RETAIL INDUSTRY

     The Company sells its products to retailers, including mass
merchandisers, department stores, catalog showrooms, hardware
cooperatives, wholesale clubs, military exchanges and other
retailers.  Certain of such retailers have engaged in leveraged
buyouts or transactions in which they incurred a significant
amount of debt, and some are currently operating under the
protection of bankruptcy laws.  Retail sales depend, in part, on
general economic conditions and a significant further decline in
such conditions could have a negative impact on sales by
retailers of the type of products offered by the Company.


<PAGE>



A significant deterioration in the financial condition of the
Company's major customers, or in the retail environment in
general, could have a material adverse effect on the Company's
sales and profitability.  In addition, as a result of the desire
of retailers to more closely manage inventory levels, there is a
growing trend among retailers to make purchases on a "just-in-
time" basis, which requires the Company to shorten its lead time
for production in certain cases and more closely anticipate
demand and could in the future require the carrying of additional
inventories by the Company.

SEASONALITY AND VARIABILITY OF QUARTERLY RESULTS AND STOCK PRICE

     The Company believes that sales of many of its products are
seasonal, in that a significant percentage of certain of its
products are given as gifts, and therefore sell in larger volumes
during the Christmas shopping season.  Gross profits are usually
lower in the first quarter than in the fourth quarter due to
lower sales volume, and correspondingly lower production volumes. 
In addition, the Company's quarterly results of operations could
be adversely affected by the timing of new product introductions,
competitive pricing pressures, fluctuations in product returns,
increases in selling, general and administrative expenses,
changes in interest rates, overall market conditions and other
factors.  Operating results also can vary between quarters of the
same or different years due to, among other things, changes in
product mix, limitations on the timing of price increases and
variances in the cost of raw materials, and the timing of high
volume retail periods or special promotions.  As a result, the
Company experiences variability in its operating results on a
quarterly basis, which may make quarterly year-to-year
comparisons less meaningful.  In addition, the Company's stock
price may experience significant price and volume fluctuations in
response to internal and external factors which cause variations
in its quarterly results of operations and the stock markets.

DEPENDENCE UPON EXECUTIVE OFFICERS

     The development of the Company's business has been largely
dependent on the efforts of Robert H. Deming, Daniel J. Stubler
and John E. Thompson.  The loss of the services of one or more of
these officers could have a material adverse effect on the
Company.  The Company has entered into an employment agreement
with each of these officers.

FLUCTUATIONS IN PRICES OF RAW MATERIALS

     The Company purchases its raw materials from various outside
sources.  The price and availability of raw materials can
fluctuate and periods of shortage are possible.  The principal
raw materials used by the Company in producing its products are
aluminum, steel and plastic, together with paperboard packaging,
and are purchased at prevailing market prices.  The price and
availability of raw materials are determined by constantly
changing market forces over which the Company has limited
control.  Moreover, there can be no assurance that the Company
would be able to recover increases in raw materials prices
through price increases of its products.  A significant increase
in the price of raw materials and/or a significant shortage of
raw materials could have a material adverse effect on the
Company's results of operations and financial condition.

CREDIT AGREEMENT RESTRICTIONS

     The Company's revolving credit and term loan agreement with
its existing lender contains certain restrictions on the Company,
including requirements as to the maintenance of net worth and
certain financial ratios, minimum levels of income and working
capital, payment of cash dividends or purchases of treasury
stock, additions to property, plant and equipment and incurrence
of additional indebtedness.  There can be no assurance that the
Company will be able to achieve and maintain compliance with the
prescribed financial ratio tests or other requirements of the
revolving credit and term loan agreement.  The Company has
successfully sought and received waivers and amendments to its
revolving credit and term loan agreement on various occasions. 
If further waivers or amendments are requested by the Company,
there can be no assurance that the Company's lender will again
grant such requests.  The failure to obtain any such waivers or
amendments would reduce the Company's flexibility to respond to
adverse industry conditions and could have a material adverse
effect on the Company's results of operations, financial
condition and business.



<PAGE>



EXPOSURE TO CURRENCY EXCHANGE RATES

     Although the Company is not primarily dependent upon
unaffiliated foreign companies for the manufacture of most of its
products (with the notable exception of the breadmakers, among
others), the Company's operations nevertheless are subject to
fluctuations in foreign currency exchange rates relative to the
United States dollar.  The operations of the Company's wholly-
owned subsidiary, Toastmaster de Mexico S.A. de C.V.,
particularly could be adversely affected by the devaluation of
the peso relative to the dollar.  In addition, a strengthening of
the United States dollar relative to local currencies abroad will
reduce the cost of imported products and benefit the Company
relatively less than those of its competitors who rely more
heavily on imported products.

RESTRUCTURING UNCERTAINTIES

     The Company's proposed restructuring involves risks and
uncertainties concerning, among other things, the costs, savings
and other effects resulting from foreign sourcing of products and
disposition of the environmental product line and the nature,
scope and effectiveness of any other restructuring that may
emerge from the Company's evaluation process.  There can be no
assurance that the Company will be able to accurately predict the
consequences of the restructuring, and any material deviation in
the results of such restructuring from those anticipated by the
Company could have a material adverse effect on the Company's
results of operations, financial condition and business.

INCREASED RELIANCE ON FOREIGN SUPPLIERS

     Although the Company is not primarily dependent upon
unaffiliated foreign companies for the manufacture of most of its
products (with the notable exception of the breadmakers, among
others), the Company's operations nevertheless are subject to
increased reliance on foreign suppliers for certain of its
products.  The risks associated with reliance on foreign vendors,
such as foreign currency fluctuations, import duties, trade
restrictions, work stoppages and political instability are
increased as more product is obtained from these suppliers. While
the Company believes it has chosen  reliable and dependable
suppliers, they are nevertheless, unaffiliated independent
companies, subject to the risks mentioned above. Products which
are imported are manufactured in accordance with the Company's
design and engineering specifications and are inspected by the
Company to assure that quality control is maintained.

ADDITIONAL FACTORS

     Additional risks and uncertainties that may affect future
results of operations, financial condition or business of the
Company include, but are not limited to: (i) demand for the
Company's products; (ii) the effect of economic and industry
conditions on prices for the Company's products and its cost
structure; (iii) the ability to keep pace with technological
change including developing and implementing technological
advances timely and cost-effectively in order to lower its cost
structure, to provide better service and remain competitive; (iv)
adverse publicity, news coverage by the media, or negative
reports by brokerage firms, industry and financial analysts
regarding the Company or its products which may have the effect
of reducing the reputation, goodwill or customer demand for, or
confidence in, the Company's products; (v) the ability to attract
and retain capital for growth and operations on competitive
terms; and (vi) changes in accounting policies and practices.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Pursuant to General Instruction G(2) to Form 10-K, the
information required by this Item is incorporated herein by
reference to the information under the captions "Consolidated
Balance Sheets," "Consolidated Statements of Operations,"
"Consolidated Statements of Shareholders' Equity," "Consolidated
Statements of Cash Flows," "Notes to Consolidated Financial
Statements" and "Independent Auditors' Report" in the
Registrant's 1996 Annual Report to Shareholders.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.



<PAGE>




                             PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Pursuant to General Instruction G(3) to Form 10-K, the
information required by this Item (except for the information set
forth in Item 4A of Part I hereof with respect to the
Registrant's executive officers) is incorporated herein by
reference to (i) the information under the caption "Election of
Directors" (except that the information set forth under the
following subcaptions thereunder is expressly excluded from such
incorporation:  "Compensation of Directors" and "Meetings of the
Board and Committees") and (ii) the information under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance," in
each case, in the Registrant's definitive Proxy Statement for its
1997 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A.


ITEM 11.  EXECUTIVE COMPENSATION.

     Pursuant to General Instruction G(3) to Form 10-K, the
information required by this Item is incorporated herein by
reference to the information under the caption "Executive
Compensation and Other Information" (except that the information
set forth under the following subcaptions thereunder is expressly
excluded from such incorporation:  "Compensation Committee
Report" and "Company Performance") in the Registrant's definitive
Proxy Statement for its 1997 Annual Meeting of Shareholders to be
filed pursuant to Regulation 14A.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

     Pursuant to General Instruction G(3) to Form 10-K, the
information required by this Item is incorporated herein by
reference to the information under the caption "Ownership of
Toastmaster Common Stock" in the Registrant's definitive Proxy
Statement for its 1997 Annual Meeting of Shareholders to be filed
pursuant to Regulation 14A.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.



<PAGE>



                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.

          (a)  Exhibits, Financial Statements and Financial
Statement Schedules:

     1.   Financial Statements:

          The following financial statements of the Registrant
and report of the Registrant's independent auditors, included in
the Registrant's Annual Report to Shareholders for the year ended
December 31, 1996, are incorporated by reference in Item 8 to
this report:

          Independent Auditors' Report.

          Consolidated Balance Sheets as of December 31, 1996 and
          1995.

          Consolidated Statements of Operations for the years
          ended December 31, 1996, 1995 and 1994.

          Consolidated Statements of Shareholders' Equity for the
          years ended December 31, 1996, 1995 and 1994.

          Consolidated Statements of Cash Flows for the years
          ended December 31, 1996, 1995 and 1994.

          Notes to Consolidated Financial Statements.

     2.   Financial Statement Schedules:

          Independent Auditors' Report
          
          Schedule I -- Valuation and Qualifying Accounts

          All other schedules have been omitted because they are
          not applicable or the required information is shown in
          the Consolidated Financial Statements or the Notes
          thereto.

     3.   Exhibits:

Exhibit
   No.                        Description

3.1   Articles of Incorporation (filed with the Registrant's
      Registration Statement on Form 8-B (File No. 1-11007) as
      Exhibit 3.1 and incorporated herein by reference)

3.1.1 Articles of Merger (in which the Registrant's Articles of
      Incorporation were amended to change the name of the
      Registrant) (filed with the Registrant's Annual Report on
      Form 10-K for the year ended December 31, 1994 as Exhibit
      3.1.1 and incorporated herein by reference)

3.2   Bylaws (filed with the Registrant's Registration Statement
      on Form 8-B (File No. 1-11007) as Exhibit 3.2 and
      incorporated herein by reference)

4.1   Specimen Definitive Common Stock Certificate (filed with
      the Registrant's Registration Statement on Form 8-B (File
      No. 1-11007) as Exhibit 3.3 and incorporated herein by
      reference)



<PAGE>




4.2   Promissory Note, dated November 21, 1989 (filed with the
      Registrant's Registration Statement on Form S-1 (File
      No. 33-43932) as Exhibit 4.4 and incorporated herein by
      reference)

4.3   Loan and Security Agreement, dated as of November 19,
      1993, between Barclays Business Credit, Inc. and the
      Registrant (filed with the Registrant's Annual Report on
      Form 10-K for the year ended December 31, 1993 as Exhibit
      10.1 and incorporated herein by reference)

4.3.1 First Amendment to Loan and Security Agreement, dated as
      of March 7, 1994, between Barclays Business Credit, Inc.
      and the Registrant (filed with the Registrant's Annual
      Report on Form 10-K for the year ended December 31, 1993
      as Exhibit 10.1.1 and incorporated herein by reference)

4.3.2 Second Amendment to Loan and Security Agreement, dated as
      of April 20, 1994, between the Registrant and Barclays
      Business Credit, Inc. (filed with the Registrant's
      Registration Statement on Form S-8 (File No. 33-80208) as
      Exhibit 4.3.2 and incorporated herein by reference)

4.3.3 Assignment, Assumption and Third Amendment to Loan
      Agreement, dated as of June 23, 1994, among the
      Registrant's predecessor, the Registrant and Barclays
      Business Credit, Inc. (filed with the Registrant's
      Registration Statement on Form 8-B (File No. 1-11007) as
      Exhibit 3.5.3 and incorporated herein by reference)

4.3.4 Fourth Amendment to Loan and Security Agreement, dated as
      of October 24, 1994, between the Registrant and Barclays
      Business Credit, Inc. (filed with the Registrant's Annual
      Report on Form 10-K for the year ended December 31, 1994
      as Exhibit 10.1.4 and incorporated herein by reference)

4.3.5 Fifth Amendment to Loan and Security Agreement, dated as
      of November 17, 1994, between the Registrant and Barclays
      Business Credit, Inc. (filed with the Registrant's Annual
      Report on Form 10-K for the year ended December 31, 1994
      as Exhibit 10.1.5 and incorporated herein by reference)

4.3.6 Sixth Amendment to Loan and Security Agreement, dated as
      of December 31, 1994, between the Registrant and Shawmut
      Capital Corporation (filed with the Registrant's Annual
      Report on Form 10-K for the year ended December 31, 1994
      as Exhibit 10.1.6 and incorporated herein by reference)

4.3.7 Seventh Amendment to Loan and Security Agreement, dated as
      of April 24, 1995, between the Registrant and Shawmut
      Capital Corporation (filed with the Registrant's Quarterly
      Report on Form 10-Q for the quarter ended June 30, 1995 as
      Exhibit 10 and incorporated herein by reference)

4.3.8 Eighth Amendment to Loan and Security Agreement, dated as
      of July 18, 1995, between the Registrant and Shawmut
      Capital Corporation (filed with the Registrant's Annual
      Report on Form 10-K for the year ended December 31, 1995
      as Exhibit 10.1.8 and incorporated herein by reference)

4.3.9     Ninth Amendment to Loan and Security Agreement, dated as
          of March 28, 1996, between the Registrant and Fleet
          Capital Corporation (filed with the Registrant's Annual
          Report on Form 10-K for the year ended December 31, 1995
          as Exhibit 10.1.9 and incorporated herein by reference)

4.3.10 Tenth Amendment to Loan and Security Agreement, dated as
       of July 12, 1996, between the Registrant and Fleet
       Capital Corporation (filed with the Registrant's
       Quarterly Report on Form 10-Q for the quarter ended
       June 30, 1996 as Exhibit 10.1.10 and incorporated herein
       by reference)

4.3.11 Eleventh Amendment to Loan and Security Agreement, dated
       as of October 22, 1996, between the Registrant and Fleet
       Capital Corporation (filed with the Registrant's
       Quarterly Report on Form 10-Q for the quarter ended
       September 30, 1996 as Exhibit 10.1.11 and incorporated
       herein by reference)



<PAGE>



4.3.12 Waiver and Twelfth Amendment to Loan and Security
       Agreement, dated as of February 21, 1997, between the
       Registrant and Fleet Capital Corporation (filed as
       Exhibit 10.1.12)

10.1   Loan and Security Agreement, dated as of November 19,
       1993, between Barclays Business Credit, Inc. and the
       Registrant (filed with the Registrant's Annual Report on
       Form 10-K for the year ended December 31, 1993 as Exhibit
       10.1 and incorporated herein by reference)

10.1.1 First Amendment to Loan and Security Agreement, dated as
       of March 7, 1994, between Barclays Business Credit, Inc.
       and the Registrant (filed with the Registrant's Annual
       Report on Form 10-K for the year ended December 31, 1993
       as Exhibit 10.1.1 and incorporated herein by reference)

10.1.2 Second Amendment to Loan and Security Agreement, dated as
       of April 20, 1994, between the Registrant and Barclays
       Business Credit, Inc. (filed with the Registrant's
       Registration Statement on Form S-8 (File No. 33-80208) as
       Exhibit 4.3.2 and incorporated herein by reference)

10.1.3 Assignment, Assumption and Third Amendment to Loan
       Agreement, dated as of June 23, 1994, among the
       Registrant's predecessor, the Registrant and Barclays
       Business Credit, Inc. (filed with the Registrant's
       Registration Statement on Form 8-B (File No. 1-11007) as
       Exhibit 3.5.3 and incorporated herein by reference)

10.1.4 Fourth Amendment to Loan and Security Agreement, dated as
       of October 24, 1994, between the Registrant and Barclays
       Business Credit, Inc. (filed with the Registrant's Annual
       Report on Form 10-K for the year ended December 31, 1994
       as Exhibit 10.1.4 and incorporated herein by reference)

10.1.5 Fifth Amendment to Loan and Security Agreement, dated as
       of November 17, 1994, between the Registrant and Barclays
       Business Credit, Inc. (filed with the Registrant's Annual
       Report on Form 10-K for the year ended December 31, 1994
       as Exhibit 10.1.5 and incorporated herein by reference)

10.1.6 Sixth Amendment to Loan and Security Agreement, dated as
       of December 31, 1994, between the Registrant and Shawmut
       Capital Corporation (filed with the Registrant's Annual
       Report on Form 10-K for the year ended December 31, 1994
       as Exhibit 10.1.6 and incorporated herein by reference)

10.1.7 Seventh Amendment to Loan and Security Agreement, dated
       as of April 24, 1995, between the Registrant and Shawmut
       Capital Corporation (filed with the Registrant's
       Quarterly Report on Form 10-Q for the quarter ended June
       30, 1995 as Exhibit 10 and incorporated herein by
       reference)

10.1.8 Eighth Amendment to Loan and Security Agreement, dated as
       of July 18, 1995, between the Registrant and Shawmut
       Capital Corporation (filed with the Registrant's Annual
       Report on Form 10-K for the year ended December 31, 1995
       as Exhibit 10.1.8 and incorporated herein by reference)

10.1.9 Ninth Amendment to Loan and Security Agreement, dated as
       of March 28, 1996, between the Registrant and Fleet
       Capital Corporation (filed with the Registrant's Annual
       Report on Form 10-K for the year ended December 31, 1995
       as Exhibit 10.1.9 and incorporated herein by reference)

10.1.10 Tenth Amendment to Loan and Security Agreement, dated as
        of July 12, 1996, between the Registrant and Fleet
        Capital Corporation (filed with the Registrant's
        Quarterly Report on Form 10-Q for the quarter ended
        June 30, 1996 as Exhibit 10.1.10 and incorporated herein
        by reference)

10.1.11 Eleventh Amendment to Loan and Security Agreement, dated
        as of October 22, 1996, between the Registrant and Fleet
        Capital Corporation (filed with the Registrant's
        Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1996 as Exhibit 10.1.11 and incorporated
        herein by reference)



<PAGE>


10.1.12 Waiver and Twelfth Amendment to Loan and Security
        Agreement, dated as of February 21, 1997, between the
        Registrant and Fleet Capital Corporation

10.2    Master Agreement of Lease, dated October 1, 1991,
        between St. Louis Leasing Corporation and the Registrant
        (filed with Amendment No. 1 to the Registrant's
        Registration Statement on Form S-1 (File No. 33-43932)
        as Exhibit 10.2 and incorporated herein by reference)

10.3    Stockholders' Agreement, dated November 13, 1991, among
        the Registrant and the shareholders of the Registrant
        identified therein (filed with the Registrant's
        Registration Statement on Form S-1 (File No. 33-43932)
        as Exhibit 10.3 and incorporated herein by reference)

10.3.1  Amendment to Stockholders' Agreement, dated December 30,
        1993, among the Registrant and the shareholders of the
        Registrant identified therein (filed with the
        Registrant's Annual Report on Form 10-K for the year
        ended December 31, 1993 as Exhibit 10.3.1 and
        incorporated herein by reference)

10.4    Form of Employment Agreement between the Registrant and
        Robert H. Deming (filed with the Registrant's
        Registration Statement on Form S-1 (File No. 33-43932)
        as Exhibit 10.4 and incorporated herein by reference)*

10.5    Form of Employment Agreement between the Registrant and
        Daniel J. Stubler (filed with the Registrant's
        Registration Statement on Form S-1 (File No. 33-43932)
        as Exhibit 10.5 and incorporated herein by reference)*

10.6    Form of Employment Agreement between the Registrant and
        John E. Thompson (filed with the Registrant's
        Registration Statement on Form S-1 (File No. 33-43932)
        as Exhibit 10.6 and incorporated herein by reference)*

10.7    Form of Indemnification Agreement and Schedule of
        Parties Thereto (filed with the Registrant's
        Registration Statement on Form S-1 (File No. 33-43932)
        as Exhibit 10.7 and incorporated herein by reference)*

10.7.1  Revised Schedule of Parties to Indemnification
        Agreements (filed with Amendment No. 1 to the
        Registrant's Registration Statement on Form S-1 (File
        No. 33-43932) as Exhibit 10.7.1 and incorporated herein
        by reference)*

10.8    Toastmaster Inc. Incentive Stock Option Plan (filed with
        the Registrant's Registration Statement on Form S-1
        (File No. 33-43932) as Exhibit 10.8 and incorporated
        herein by reference)

10.9    Toastmaster Inc. Non-Statutory Stock Option Plan (filed
        with the Registrant's Registration Statement on Form S-1
        (File No. 33-43932) as Exhibit 10.9 and incorporated
        herein by reference)

10.10   Toastmaster Inc. Incentive Program - 1994 (filed with
        the Registrant's Annual Report on Form 10-K for the year
        ended December 31, 1993 as Exhibit 10.13 and
        incorporated herein by reference)*

10.11   Toastmaster Inc. Savings and Investment Plan (filed with
        Registrant's Registration Statement on Form S-1 (File
        No. 33-43932) as Exhibit 10.11 and incorporated herein
        by reference)*

10.12   Toastmaster Inc. Pension Plan for Salaried Employees
        (filed with the Registrant's Registration Statement on
        Form S-1 (File No. 33-43932) as Exhibit 10.12 and
        incorporated herein by reference)*

10.13   Toastmaster Inc. Supplemental Insurance Plan (filed with
        the Registrant's Registration Statement on Form S-1
        (File No. 33-43932) as Exhibit 10.13 and incorporated
        herein by reference)*


<PAGE>



10.14   Directors and Officers Insurance and Company
        Reimbursement Policy (filed with Amendment No. 1 to the
        Registrant's Registration Statement on Form S-1 (File
        No. 33-43932) as Exhibit 10.14 and incorporated herein
        by reference)

10.15   Toastmaster Inc. Non-Employee Directors Stock Option
        Plan (filed with the Registrant's Annual Report on Form
        10-K for the year ended December 31, 1992 as Exhibit
        10.16 and incorporated herein by reference)
        
10.16   Toastmaster Inc. Supplemental Executive Retirement Plan
        (filed with the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1995 as Exhibit 10.19
        and incorporated herein by reference)*

10.17   Toastmaster Inc. Incentive Program - 1995 (filed with
        the Registrant's Annual Report on Form 10-K for the year
        ended December 31, 1994 as Exhibit 10.20 and
        incorporated herein by reference)*

10.18   Toastmaster Inc. Incentive Program - 1996  (filed with
        the Registrant's Annual Report on Form 10-K for the year
        ended December 31, 1995 as Exhibit 10.21 and
        incorporated herein by reference)*

10.19   Toastmaster Inc. Incentive Program - 1997*

10.20   Master Equipment Lease, dated June 14, 1995, between
        Fleet Credit Corporation and the Registrant (filed with
        the Registrant's Annual Report on Form 10-K for the year
        ended December 31, 1995 as Exhibit 10.22 and
        incorporated herein by reference)

10.21   Master Lease Agreement, dated July 11, 1995, between
        Bankers Leasing Association, Inc. and the Registrant
        (filed with the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1995 as Exhibit 10.23
        and incorporated herein by reference)

10.22   Toastmaster Inc. Supplemental Executive Retirement Plan
        II (filed with the Registrant's Annual Report on Form
        10-K for the year ended December 31, 1995 as Exhibit
        10.24 and incorporated herein by reference)*

10.23   Master Equipment Lease Agreement, dated August 12, 1996,
        between AT&T Systems Leasing Corporation and the
        Registrant

10.24   Toastmaster Inc. 1997 Non-Employee Directors Stock
        Option Plan

13      The Registrant's 1996 Annual Report to Shareholders
        (only those portions of such Annual Report to
        Shareholders which are specifically incorporated by
        reference into this Annual Report on Form 10-K shall be
        deemed to be filed with the Commission)

21      List of Subsidiaries (filed with the Registrant's Annual
        Report on Form 10-K for the year ended December 31, 1994
        as Exhibit 21 and incorporated herein by reference)

23      Consent of KPMG Peat Marwick LLP with regard to the
        Registrant's Registration Statements on Form S-8 (File
        Nos. 33-78516 and 33-80208)

27      Financial Data Schedule

____________________
*  Management contracts or compensatory plans or arrangements
required to be identified by Item 14(a)(3).



<PAGE>




     (b)  Reports on Form 8-K:

          None.

     (c)  Exhibits:

          See Exhibits identified above under Item 14(a)3.

     (d)  Financial Statement Schedules:

          See Financial Statement Schedules identified above
under Item 14(a)2.



<PAGE>



                            SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) 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.

                                   TOASTMASTER INC.


                                   By   /s/ Robert H. Deming
                                    Robert H. Deming
                                      Chairman of the Board and
                                      Chief  Executive Officer
Dated:  March 20, 1997

     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated:

          SIGNATURE AND TITLE                 DATE


          /s/ Robert H. Deming                    March 20, 1997
Robert H. Deming
     Chairman of the Board,
     Chief Executive Officer and Director
     (Principal Executive Officer)


          /s/ Daniel J. Stubler                   March 25, 1997
Daniel J. Stubler
     President,
     Chief Operating Officer and Director


          /s/ John E. Thompson                    March 25, 1997
John E. Thompson
     Executive Vice President -- 
     Chief Financial Officer,
     Treasurer and Director (Principal
     Financial and Accounting Officer)


          /s/ Edward J. Williams                  March 18, 1997
Edward J. Williams
     Director


          /s/ S B. Rymer, Jr.                     March 18, 1997
S B. Rymer, Jr.
     Director


         /s/ James L. Hesburg                     March 18, 1997
James L. Hesburgh
     Director




<PAGE>



                   INDEPENDENT AUDITORS' REPORT



The Board of Directors
Toastmaster Inc.:

Under date of February 21, 1997, we reported on the consolidated
balance sheets of Toastmaster Inc. as of December 31, 1996 and
1995, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1996 as contained in the
1996 annual report to stockholders.  These consolidated financial
statements and our report thereon are incorporated by reference
in the annual report on Form 10-K for the year 1996.  In
connection with our audits of the aforementioned financial
statements, we also have audited the related financial statement
schedule as listed under Item 14 of Form 10-K.  This financial
statement schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion on this
financial statement schedule based on our audits.

In our opinion, this financial statement schedule, when
considered in relation to the basic financial statements taken as
a whole, presents fairly, in all material respects, the
information set forth therein.



                              KPMG Peat Marwick LLP






Kansas City, Missouri
February 21, 1997



<PAGE>

<TABLE>


Schedule I

                                     TOASTMASTER INC.

                             Valuation and Qualifying Accounts
<CAPTION>

<S>                         <C>            <C>         <C>             <C>         <C>
      Column A                Column B      Column C     Column D       Column E    Column F

                             Balance at     Charged to                               Balance
                            beginning of    costs and    Charged to                  at end
  Classification               period        expenses  other accounts  Deductions   of period


Year ended 
 December 31, 1994:
  Allowance for sales 
  discounts, returns 
  and doubtful 
  accounts                  $  2,060,000    1,812,214        -     (1,438,214)/1/    2,434,000

 Accrued warranty 
  expense                    $  1,500,000  8,281,000        -        (7,581,000)     2,200,000

Year ended 
 December 31, 1995:
  Allowance for sales 
  discounts, returns
  and doubtful 
  accounts                  $  2,434,000    3,036,000         -      (2,798,000)/1/  2,672,000

 Accrued warranty 
  expense                    $  2,200,000  9,734,000         -       (9,534,000)     2,400,000

Year ended 
 December 31, 1996:
  Allowance for sales 
  discounts, returns 
  and doubtful 
  accounts                  $  2,672,000    1,902,000        -       (1,900,000)/1/  2,674,000

 Accrued warranty 
  expense                    $  2,400,000  2,825,000         -       (2,825,000)     2,400,000

/1/ Sales discounts and accounts considered uncollectible



See accompanying independent auditors' report

</TABLE>


<PAGE>


                          EXHIBIT INDEX

Exhibit 
  No.                         Description                    Page

3.1       Articles of Incorporation (filed with the             *
          Registrant's Registration Statement on Form 8-B 
          (File No. 1-11007) as Exhibit 3.1 and incorporated
          herein by reference)     

3.1.1     Articles of Merger (in which the Registrant's         *
          Articles of Incorporation were amended to change 
          the name of the Registrant) (filed with the
          Registrant's Annual Report on Form 10-K for the year
          ended December 31, 1994 as Exhibit 3.1.1 and
          incorporated herein by reference)  

3.2       Bylaws (filed with the Registrant's Registration      *
          Statement on Form 8-B (File No. 1-11007) as 
          Exhibit 3.2 and incorporated herein by reference) 

4.1       Specimen Definitive Common Stock Certificate          *
          (filed with the Registrant's Registration 
          Statement on Form 8-B (File No. 1-11007) as 
          Exhibit 3.3 and incorporated herein by reference) 

4.2       Promissory Note, dated November 21, 1989 (filed       *
          with the Registrant's Registration Statement on 
          Form S-1 (File No. 33-43932) as Exhibit 4.4 and
          incorporated herein by reference)  

4.3       Loan and Security Agreement, dated as of              *
          November 19, 1993, between Barclays Business 
          Credit, Inc. and the Registrant (filed with the
          Registrant's Annual Report on Form 10-K for the 
          year ended December 31, 1993 as Exhibit 10.1 and
          incorporated herein by reference)  

4.3.1     First Amendment to Loan and Security Agreement,       *
          dated as of March 7, 1994, between Barclays 
          Business Credit, Inc. and the Registrant (filed 
          with the Registrant's Annual Report on Form 10-K 
          for the year ended December 31, 1993 as Exhibit 
          10.1.1 and incorporated herein by reference) 

4.3.2     Second Amendment to Loan and Security Agreement,      *
          dated as of April 20, 1994, between the Registrant 
          and Barclays Business Credit, Inc. (filed with the
          Registrant's Registration Statement on Form S-8 
          (File No. 33-80208) as Exhibit 4.3.2 and incorporated
          herein by reference)     

4.3.3     Assignment, Assumption and Third Amendment to         *
          Loan Agreement, dated as of June 23, 1994, among 
          the Registrant's predecessor, the Registrant and
          Barclays Business Credit, Inc. (filed with the
          Registrant's Registration Statement on Form 8-B 
          (File No. 1-11007) as Exhibit 3.5.3 and incorporated
          herein by reference)     

4.3.4     Fourth Amendment to Loan and Security Agreement,      *
          dated as of October 24, 1994, between the 
          Registrant and Barclays Business Credit, Inc. 
          (filed with the Registrant's Annual Report on 
          Form 10-K for the year ended December 31, 1994 as
          Exhibit 10.1.4 and incorporated herein by reference)

4.3.5     Fifth Amendment to Loan and Security Agreement,       *
          dated as of November 17, 1994, between the 
          Registrant and Barclays Business Credit, Inc. 
          (filed with the Registrant's Annual Report on 
          Form 10-K for the year ended December 31, 1994 as
          Exhibit 10.1.5 and incorporated herein by reference)

4.3.6     Sixth Amendment to Loan and Security Agreement,       *
          dated as of December 31, 1994, between the 
          Registrant and Shawmut Capital Corporation (filed 
          with the Registrant's Annual Report on Form 10-K 
          for the year ended December 31, 1994 as Exhibit 
          10.1.6 and incorporated herein by reference) 

4.3.7     Seventh Amendment to Loan and Security Agreement,     *
          dated as of April 24, 1995, between the Registrant 
          and Shawmut Capital Corporation (filed with the
          Registrant's Quarterly Report on Form 10-Q for 
          the quarter ended June 30, 1995 as Exhibit 10 and
          incorporated herein by reference)  

4.3.8     Eighth Amendment to Loan and Security Agreement,      *
          dated as of July 18, 1995, between the Registrant 
          and Shawmut Capital Corporation (filed with the
          Registrant's Annual Report on Form 10-K for the 
          year ended December 31, 1995 as Exhibit 10.1.8 and
          incorporated herein by reference)  



<PAGE>


4.3.9     Ninth Amendment to Loan and Security Agreement,       *
          dated as of March 28, 1996, between the Registrant 
          and Fleet Capital Corporation (filed with the
          Registrant's Annual Report on Form 10-K for the 
          year ended December 31, 1995 as Exhibit 10.1.9 and
          incorporated herein by reference)  

4.3.10    Tenth Amendment to Loan and Security Agreement,       *
          dated as of July 12, 1996, between the Registrant 
          and Fleet Capital Corporation (filed with the
          Registrant's Quarterly Report on Form 10-Q for 
          the quarter ended June 30, 1996 as Exhibit 10.1.10 
          and incorporated herein by reference)   

4.3.11    Eleventh Amendment to Loan and Security Agreement,    *
          dated as of October 22, 1996, between the 
          Registrant and Fleet Capital Corporation (filed 
          with the Registrant's Quarterly Report on Form 10-Q 
          for the quarter ended September 30, 1996 as
          Exhibit 10.1.11 and incorporated herein by reference)

4.3.12    Waiver and Twelfth Amendment to Loan and Security    __
          Agreement, dated as of February 21, 1997, between 
          the Registrant and Fleet Capital Corporation (filed 
          as Exhibit 10.1.12) 

10.1      Loan and Security Agreement, dated as of              *
          November 19, 1993, between Barclays Business 
          Credit, Inc. and the Registrant (filed with the
          Registrant's Annual Report on Form 10-K for the 
          year ended December 31, 1993 as Exhibit 10.1 and
          incorporated herein by reference)  

10.1.1    First Amendment to Loan and Security Agreement,       *
          dated as of March 7, 1994, between Barclays 
          Business Credit, Inc. and the Registrant (filed 
          with the Registrant's Annual Report on Form 10-K 
          for the year ended December 31, 1993 as Exhibit 
          10.1.1 and incorporated herein by reference) 

10.1.2    Second Amendment to Loan and Security Agreement,      *
          dated as of April 20, 1994, between the Registrant 
          and Barclays Business Credit, Inc. (filed with the
          Registrant's Registration Statement on Form S-8 
          (File No. 33-80208) as Exhibit 4.3.2 and 
          incorporated herein by reference)  

10.1.3    Assignment, Assumption and Third Amendment to         *
          Loan Agreement, dated as of June 23, 1994, among 
          the Registrant's predecessor, the Registrant and
          Barclays Business Credit, Inc. (filed with the
          Registrant's Registration Statement on Form 8-B 
          (File No. 1-11007) as Exhibit 3.5.3 and incorporated
          herein by reference)     

10.1.4    Fourth Amendment to Loan and Security Agreement,      *
          dated as of October 24, 1994, between the 
          Registrant and Barclays Business Credit, Inc. 
          (filed with the Registrant's Annual Report on Form 
          10-K for the year ended December 31, 1994 as 
          Exhibit 10.1.4 and incorporated herein by reference)

10.1.5    Fifth Amendment to Loan and Security Agreement,       *
          dated as of November 17, 1994, between the 
          Registrant and Barclays Business Credit, Inc. 
          (filed with the Registrant's Annual Report on 
          Form 10-K for the year ended December 31, 1994
          as Exhibit 10.1.5 and incorporated herein by 
          reference)     

10.1.6    Sixth Amendment to Loan and Security Agreement,       *
          dated as of December 31, 1994, between the 
          Registrant and Shawmut Capital Corporation (filed 
          with the Registrant's Annual Report on Form 10-K 
          for the year ended December 31, 1994 as Exhibit 
          10.1.6 and incorporated herein by reference) 

10.1.7    Seventh Amendment to Loan and Security Agreement,     *
          dated as of April 24, 1995, between the Registrant 
          and Shawmut Capital Corporation (filed with the
          Registrant's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1995 as Exhibit 10 and
          incorporated herein by reference)  

10.1.8    Eighth Amendment to Loan and Security Agreement,      *
          dated as of July 18, 1995, between the Registrant 
          and Shawmut Capital Corporation (filed with the
          Registrant's Annual Report on Form 10-K for the 
          year ended December 31, 1995 as Exhibit 10.1.8 and
          incorporated herein by reference)  



<PAGE>



10.1.9    Ninth Amendment to Loan and Security Agreement,       *
          dated as of March 28, 1996, between the Registrant 
          and Fleet Capital Corporation (filed with the
          Registrant's Annual Report on Form 10-K for the 
          year ended December 31, 1995 as Exhibit 10.1.9 and
          incorporated herein by reference)  

10.1.10   Tenth Amendment to Loan and Security Agreement,       *
          dated as of July 12, 1996, between the Registrant 
          and Fleet Capital Corporation (filed with the
          Registrant's Quarterly Report on Form 10-Q for 
          the quarter ended June 30, 1996 as Exhibit 10.1.10 
          and incorporated herein by reference)   

10.1.11   Eleventh Amendment to Loan and Security Agreement,    *
          dated as of October 22, 1996, between the Registrant
          and Fleet Capital Corporation (filed with the
          Registrant's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 1996 as Exhibit 10.1.11 
          and incorporated herein by reference)   

10.1.12   Waiver and Twelfth Amendment to Loan and Security    __
          Agreement, dated as of February 21, 1997, between 
          the Registrant and Fleet Capital Corporation 

10.2      Master Agreement of Lease, dated October 1, 1991,     *
          between St. Louis Leasing Corporation and the
          Registrant (filed with Amendment No. 1 to the
          Registrant's Registration Statement on Form S-1 
          (File No. 33-43932) as Exhibit 10.2 and 
          incorporated herein by reference)  

10.3      Stockholders' Agreement, dated November 13, 1991,     *
          among the Registrant and the shareholders of the
          Registrant identified therein (filed with the
          Registrant's Registration Statement on Form S-1 
          (File No. 33-43932) as Exhibit 10.3 and 
          incorporated herein by reference)  

10.3.1    Amendment to Stockholders' Agreement, dated           *
          December 30, 1993, among the Registrant and the
          shareholders of the Registrant identified therein
          (filed with the Registrant's Annual Report on Form 
          10-K for the year ended December 31, 1993 as Exhibit
          10.3.1 and incorporated herein by reference) 

10.4      Form of Employment Agreement between the Registrant   *
          and Robert H. Deming (filed with the Registrant's
          Registration Statement on Form S-1 (File No. 
          33-43932) as Exhibit 10.4 and incorporated herein by
          reference)     

10.5      Form of Employment Agreement between the Registrant   *
          and Daniel J. Stubler (filed with the Registrant's
          Registration Statement on Form S-1 (File No. 
          33-43932) as Exhibit 10.5 and incorporated herein by
          reference)     

10.6      Form of Employment Agreement between the Registrant   *
          and John E. Thompson (filed with the Registrant's
          Registration Statement on Form S-1 (File No. 
          33-43932) as Exhibit 10.6 and incorporated herein by
          reference)     

10.7      Form of Indemnification Agreement and Schedule of     *
          Parties Thereto (filed with the Registrant's
          Registration Statement on Form S-1 (File No. 
          33-43932) as Exhibit 10.7 and incorporated herein 
          by reference)  

10.7.1    Revised Schedule of Parties to Indemnification        *
          Agreements (filed with Amendment No. 1 to the
          Registrant's Registration Statement on Form S-1 
          (File No. 33-43932) as Exhibit 10.7.1 and 
          incorporated herein by reference)  

10.8      Toastmaster Inc. Incentive Stock Option Plan          *
          (filed with the Registrant's Registration 
          Statement on Form S-1 (File No. 33-43932) as 
          Exhibit 10.8 and incorporated herein by reference)

10.9      Toastmaster Inc. Non-Statutory Stock Option Plan      *
          (filed with the Registrant's Registration Statement 
          on Form S-1 (File No. 33-43932) as Exhibit 10.9 and
          incorporated herein by reference)  

10.10     Toastmaster Inc. Incentive Program - 1994 (filed      *
          with the Registrant's Annual Report on Form 10-K 
          for the year ended December 31, 1993 as Exhibit 
          10.13 and incorporated herein by reference)  


<PAGE>




10.11     Toastmaster Inc. Savings and Investment Plan          *
          (filed with Registrant's Registration Statement 
          on Form S-1 (File No. 33-43932) as Exhibit 10.11 
          and incorporated herein by reference)   

10.12     Toastmaster Inc. Pension Plan for Salaried            *
          Employees (filed with the Registrant's 
          Registration Statement on Form S-1 (File No. 
          33-43932) as Exhibit 10.12 and incorporated herein 
          by reference)  

10.13     Toastmaster Inc. Supplemental Insurance Plan          *
          (filed with the Registrant's Registration 
          Statement on Form S-1 (File No. 33-43932) as 
          Exhibit 10.13 and incorporated herein by reference)

10.14     Directors and Officers Insurance and Company          *
          Reimbursement Policy (filed with Amendment No. 1 
          to the Registrant's Registration Statement on Form 
          S-1 (File No. 33-43932) as Exhibit 10.14 and
          incorporated herein by reference)  

10.15     Toastmaster Inc. Non-Employee Directors Stock         *
          Option Plan (filed with the Registrant's Annual 
          Report on Form 10-K for the year ended December 31,
          1992 as Exhibit 10.16 and incorporated herein 
          by reference)  

10.16     Toastmaster Inc. Supplemental Executive Retirement    *
          Plan (filed with the Registrant's Annual Report on
          Form 10-K for the year ended December 31, 1995 as
          Exhibit 10.19 and incorporated herein by reference)

10.17     Toastmaster Inc. Incentive Program - 1995 (filed      *
          with the Registrant's Annual Report on Form 10-K 
          for the year ended December 31, 1994 as Exhibit 
          10.20 and incorporated herein by reference)  

10.18     Toastmaster Inc. Incentive Program - 1996 (filed      *
          with the Registrant's Annual Report on Form 10-K 
          for the year ended December 31, 1995 as Exhibit 
          10.21 and incorporated herein by reference)  

10.19     Toastmaster Inc. Incentive Program - 1997            __

10.20     Master Equipment Lease, dated June 14, 1995,          *
          between Fleet Credit Corporation and the 
          Registrant (filed with the Registrant's Annual 
          Report on Form 10-K for the year ended December 31,
          1995 as Exhibit 10.22 and incorporated herein by
          reference)     

10.21     Master Lease Agreement, dated July 11, 1995,          *
          between Bankers Leasing Association, Inc. and 
          the Registrant (filed with the Registrant's Annual
          Report on Form 10-K for the year ended December 31,
          1995 as Exhibit 10.23 and incorporated herein by
          reference)     

10.22     Toastmaster Inc. Supplemental Executive Retirement    *
          Plan II (filed with the Registrant's Annual Report 
          on Form 10-K for the year ended December 31, 1995 as
          Exhibit 10.24 and incorporated herein by reference)

10.23     Master Equipment Lease Agreement, dated August 12,   __
          1996, between AT&T Systems Leasing Corporation and 
          the Registrant 

10.24     Toastmaster Inc. 1997 Non-Employee Directors Stock   __
          Option Plan    

13        The Registrant's 1996 Annual Report to Shareholders    
          (only those portions of such Annual Report to
          Shareholders which are specifically incorporated 
          by reference into this Annual Report on Form 10-K 
          shall be deemed to be filed with the Commission)  

21        List of Subsidiaries (filed with the Registrant's     *
          Annual Report on Form 10-K for the year ended 
          December 31, 1994 as Exhibit 21 and incorporated 
          herein by reference)     

23        Consent of KPMG Peat Marwick LLP with regard to      __
          the Registrant's Registration Statements on Form 
          S-8 (File Nos. 33-78516 and 33-80208)   


<PAGE>



27        Financial Data Schedule
                         
*         Incorporated herein by reference.
**        Management contracts or compensatory plans or
          arrangements required to be identified by Item
          14(a)(3).