EXHIBIT 13

FINANCIAL REVIEW    

On November 1, 1995, the company's board of directors authorized management to
proceed with a plan to establish Tupperware as an independent company through a
stock distribution to Premark's shareholders (the Distribution).  The
Distribution is subject to final approval by the board of directors; the
favorable outcome of a ruling requested from the Internal Revenue Service as to
the qualification of the Distribution as a tax-free event or the receipt of an
acceptable opinion from outside legal counsel as to the non-taxability of the
event; and the effectiveness of a registration statement filed with the
Securities and Exchange Commission.  The Distribution is expected to be
effected by the end of the second quarter of 1996.  Tupperware has been
reported as a discontinued operation in these financial statements.  The
information contained in this financial review should be read in conjunction
with the consolidated financial information on pages 40 to 53 of this Annual
Report.

RESULTS OF OPERATIONS

Overall

Net Income  
Net income rose 5 percent in 1995 to $237.6 million, or $3.72 per share, from
$225.5 million, or $3.39 per share, in 1994.  Included in 1995's net income is
an $18.3 million after-tax charge for the costs to effect the Distribution. 
Excluding this charge, net income would have risen by 14 percent to $255.9
million, or $4.01 per share.  Net income in 1994 was 31 percent higher than
1993 net income of $172.5 million.

Continuing Operations

The Food Equipment, Decorative Products and Consumer Products groups comprise
continuing operations.

Net Sales and Income from Operations  
Sales from continuing operations increased by 5 percent to $2.2 billion in 1995
from $2.1 billion in 1994, mostly due to increases in the Food Equipment
Group's domestic operations and the inclusion of international acquisitions. 
In 1994, sales increased by 13 percent over 1993, as all businesses reported
strong improvement, led by a robust Food Equipment Group.  Income from
continuing operations rose 12 percent to $78.9 million in 1995, from $70.8
million in 1994, led by strong domestic Food Equipment Group operations and the
absence of the 1994 adhesive provision at Wilsonart.  In 1994, income from
continuing operations rose by 40 percent to $70.8 million from $50.5 million in
1993.  All businesses had double digit percentage point gains except Florida
Tile, which had a loss.  In 1995 and 1994, respectively, 25 percent and 22
percent of net sales, and in both 1995 and 1994, 13 percent of segment profit,
were generated outside of the United States.  

Costs and Expenses  
The cost of products sold in relation to sales was 64.2 percent, 64.6 percent
and 65.3 percent in 1995, 1994 and 1993, respectively.  Delivery, sales and
administrative expense as a percentage of sales was 29.3 percent, 29.2 percent
and 30.0 percent in 1995, 1994 and 1993, respectively.  

Tax Rate  
The effective tax rates for continuing operations for 1995, 1994 and 1993 were
34.4 percent, 36.1 percent and 32.1 percent, respectively.  The 1995 decrease
reflects a change in the estimate of the cost of repatriating foreign earnings
to the United States.  The higher rate in 1994 compared with 1993 resulted from
a smaller reduction in domestic valuation allowances and the absence of the
impact of the 1993 change in the U.S. federal statutory rate.  These factors
more than offset the impact of lower foreign income taxes, which resulted from
the ability to recognize previously reserved tax assets.

Net Interest Expense  
Interest expense, net of interest income, was $24.6 million in 1995, $18.2
million in 1994 and $13.5 million in 1993.  Net interest expense of continuing
operations reflects interest accrued and earned on all of Premark's borrowings
and invested cash, excluding amounts that are owed or held by Tupperware,
respectively.  The increase in 1995 net interest expense compared with 1994
reflects both increased average borrowings and a higher average interest rate. 
The higher net interest expense for 1994 compared with 1993 is the result of
substantially higher short-term borrowings in 1994.

As more fully described in the "Financial Condition" section of this Financial
Review, Dart Industries, Inc. (Dart), a subsidiary of Tupperware, will pay a
significant dividend to Premark immediately prior to the Distribution, which
will be used to substantially reduce Premark's outstanding debt.

Segments

Food Equipment Group

Sales and Segment Profit 1995 vs. 1994  
The Food Equipment Group's 1995 sales of $1.2 billion were 9 percent higher
than 1994 sales of $1.1 billion.  The increase reflects the favorable impact of
foreign exchange, the inclusion of international acquisitions and slightly
higher domestic sales.  Segment profit rose 14 percent to $91.9 million in 1995
from $80.6 million in 1994, primarily due to improved North American results. 
For 1995 and 1994, respectively, the Food Equipment Group accounted for 56
percent and 54 percent of sales, and 55 percent and 52 percent of segment
profit from continuing operations.

Regional Results  
Sales in the United States rose by 3 percent in 1995 to $710.8 million
reflecting both increased equipment sales and service revenues as a result of a
slightly higher volume and nominal price increases.  Segment profit increased
15 percent to $71.1 million in 1995 from $61.8 million in 1994 as a result of
the higher sales.

European sales rose by $73.0 million in 1995 to $442.2 million, a 20-percent
improvement from 1994.  A significant portion of the increase was from the
impact of favorable foreign exchange and the acquisition in 1995 of Ungermann,
the leading German supplier of refrigeration equipment for the baking industry. 
Excluding these factors, the 1995 sales increase was 5 percent, led by
improvements in France and the United Kingdom.  Segment profit decreased by 2
percent to $15.5 million from $15.8 million in 1994, as the effect of improved
volume was more than offset by higher manufacturing costs and start-up costs
for Ungermann.  Markets in this region improved early in the year, but softened
in the second half.

Sales by the Group's other international operations were $84.8 million, an
increase of 8 percent from $78.5 million in 1994.  Inclusion of Australia,
which was acquired during 1994, higher volume and improved pricing in Canada,
and an acquisition in Brazil more than offset a foreign exchange-related
decrease in Mexico.  Segment profit increased by 78 percent to $5.3 million
from $3.0 million in 1994, due to the improved pricing in Canada and the
absence of 1994's start-up costs associated with the acquisition of
distributorships in Japan and Australia. 

1994 vs. 1993  
Sales by the Food Equipment Group increased by 12 percent in 1994 to $1.1
billion from $1.0 billion in 1993.  The increase reflected very strong U.S.
sales, a good improvement in Europe and the acquisition of the Japanese and
Australian distributorships.  Segment profit rose 57 percent to $80.6 million
from $51.3 million in 1993 as a result of the higher volume, which was only
partially offset by the costs associated with the new international operations.

Decorative Products Group

Sales and Segment Profit 1995 vs. 1994  
The Decorative Products Group's 1995 sales of $686.6 million were slightly
below 1994 sales of $690.0 million. Segment profit was $50.4 million in 1995, a
38-percent improvement from $36.5 million in 1994, due to the absence of
Wilsonart's 1994 provision for adhesive claims.  For 1995 and 1994,
respectively, the Decorative Products Group accounted for 31 percent and 32
percent of sales, and 30 percent and 23 percent of segment profit from
continuing operations.

Wilsonart sales in 1995 were even with 1994, reflecting slightly higher sales
prices offset by lower volume.  Wilsonart's market share rose in 1995, but
industry-wide sales softened in the second half in conjunction with lower
housing starts.  Wilsonart had a strong increase in segment profit primarily
due to the absence of the $18.0 million provision for adhesive claims in 1994
as well as higher sales prices.  These factors more than offset the impact of
the lower volume and higher raw material costs, marketing expenses associated
with new product development and introductions, and international sales
efforts. 

Florida Tile's sales declined slightly in 1995 on lower volume.  The unit
earned a segment profit in 1995 versus a loss in 1994.  The prior year included
costs for new computer systems and accruals made for environmental issues. 
Production costs in 1995 declined due to improved production technology and a
change in product mix.  Hartco's 1995 sales were also slightly below its 1994
sales, and its segment profit declined significantly, both as a result of lower
volume.

1994 vs. 1993  
The Decorative Products Group had 1994 sales of $690.0 million, a 12-percent
increase from $618.3 million in 1993.  Wilsonart and Florida Tile had strong
improvements in sales compared with 1993, and Hartco had a substantial
increase.  

Segment profit increased by 9 percent to $36.5 million in 1994 from $33.4
million in 1993 as a result of the higher sales and lower manufacturing costs,
which were only partially offset by higher operating costs.

Consumer Products Group  

Sales and Segment Profit 1995 vs. 1994  
Sales of the Consumer Products Group in 1995 were $289.0 million compared with
$292.8 million in 1994.  Segment profit in 1995 decreased by 36 percent to
$25.3 million from $39.4 million in 1994 due to an $8 million first quarter
charge for a bread maker recall by West Bend and lower sales volume at Precor,
especially in the first quarter.  For 1995 and 1994, respectively, the Consumer
Products Group accounted for 13 percent and 14 percent of sales, and 15 percent
and 25 percent of segment profit from continuing operations.

West Bend had a slight sales increase in 1995 compared with 1994.  Housewares
had volume improvement in bread makers that was largely offset by decreases in
most other product lines.  Direct-to-the-home cookware sales increased
modestly.  Segment profit decreased significantly due to the provision for the
bread maker recall and higher raw material costs, which more than offset the
benefit of higher volume.  Management does not expect any significant ongoing
impact as a result of the bread maker recall.  Precor had a double digit
percentage point decrease in sales in 1995 compared with 1994.  The decline
reflects lower volume from weak industry conditions, although the year-to-year
sales comparison improved in the fourth quarter.  The unit's segment profit
declined substantially as a result of the lower volume.  

1994 vs. 1993  
Consumer Products Group sales of $292.8 million in 1994 were $53.4 million, or
22 percent, higher than 1993 sales of $239.4 million.  West Bend's sales were
significantly higher than in 1993 on the strength of higher bread maker sales. 
Precor had a good improvement in sales in 1994 over 1993 from higher treadmill
sales.  Segment profit increased by 73 percent to $39.4 million in 1994 from
$22.8 million in 1993, as a result of the higher sales volume and an improved
cost structure at Precor.

Discontinued Operations

Net Sales and Income from Operations  
Tupperware's sales in 1995 of $1.4 billion were 7 percent higher than 1994
sales of $1.3 billion due to improvement in its international operations and
the benefit of favorable foreign exchange, which more than offset a decline in
the United States.  In 1994, sales increased by 9 percent over 1993 sales of
$1.2 billion, led by Asia Pacific and Europe, Africa and the Middle East. 
Tupperware's income from operations increased by 14 percent to $177.0 million
in 1995, compared with $154.7 million in 1994, also on the strength of
international operations and the benefit of favorable foreign exchange. 
Partially offsetting these factors was lower profit in the United States. 
Income from operations in 1994 improved by 27 percent from $122.0 million in
1993 as a result of the higher sales, along with lower cost of products and
lower interest expense.  In 1995 and 1994, respectively, 85 percent and 82
percent of Tupperware's sales and 97 percent and 93 percent of its segment
profit were from operations outside of the United States.

Costs and Expenses 
The cost of products sold in relation to sales was 35.4 percent, 36.2 percent
and 37.5 percent in 1995, 1994 and 1993, respectively.  1995's improvement was
the result of reduced manufacturing costs along with selected price increases,
which outweighed significant increases in raw material costs.  The 1994
decrease resulted from manufacturing efficiencies in Asia Pacific and Latin
America.  Delivery, sales and administrative expense as a percentage of sales
was 47.5 percent in 1995, and 48.2 percent in both 1994 and 1993.  The ratio
improved in 1995 compared with 1994 due to the higher 1995 sales while costs
were contained.

Tax Rate  
The effective tax rates for 1995, 1994 and 1993, were 24.4 percent, 22.7
percent and 21.4 percent, respectively.  The 1995 increase reflects the absence
of the 1994 reduction of valuation allowances against certain deferred tax
assets, partially offset by the effect of the favorable resolution of certain
tax contingencies. The higher effective rate in 1994 compared with 1993
reflects a lower realization of foreign tax benefits.

Net Interest  
In 1995 and 1994, Tupperware had net interest income of $1.7 million and $0.1
million, respectively.  In 1993, it had net interest expense of $12.6 million. 
As a subsidiary of Premark, Tupperware's income only reflects interest on legal
obligations owed or on amounts held by Tupperware.  As more fully described in
the "Financial Condition" section of this Financial Review, Dart will pay a
special dividend to Premark immediately prior to the Distribution, which will
substantially increase the debt of Tupperware.  

Regional Results

1995 vs. 1994

Europe, Africa and the Middle East  
Sales increased by 10 percent in 1995 to $595.1 million from $540.1 million in
1994, due to the favorable impact of foreign exchange.  Segment profit
increased by 25 percent, led by the impact of foreign exchange, as well as
higher profit in Germany, a smaller loss in the United Kingdom and lower area
administrative costs.  Excluding foreign exchange, 1995 sales were even with
1994, and segment profit increased by 12 percent as the result of modest gross
margin improvement and lower operating expenses as a percentage of sales.  In
1995 and 1994, respectively, the region accounted for 44 percent and 42 percent
of Tupperware's sales.

The United Kingdom and Spain reported the most significant sales declines, but
operating efficiencies in both countries resulted in profit improvement.  1995
sales in Germany, which accounts for a substantial portion of sales and segment
profit in the region, were even with 1994.  Germany's segment profit, however,
increased due to improved margins.  Combined 1995 sales of the other countries
in the region exceeded 1994 sales.  

The Americas  
Sales in the Americas totaled $408.2 million in 1995, an increase of 1 percent
over 1994 sales of $403.9 million.  Substantial increases in Brazil and
Venezuela were partially offset by large decreases in Mexico, due to the
devaluation of the peso, and in the United States.  Segment profit decreased by
6 percent, as lower results in the United States more that offset improvement
in Latin America.  Excluding the impact of foreign exchange, sales and profits
increased by 12 percent and 36 percent, respectively, in 1995 compared with
1994.  The region accounted for 30 percent and 32 percent of Tupperware's sales
in 1995 and 1994, respectively.

U.S. sales in 1995 were $207.6 million, a 9-percent decrease from $227.5
million in 1994, due to lower volume.  Segment profit decreased by 36 percent
to $10.3 million from $16.0 million in 1994, primarily reflecting the lower
sales volume.  The number of consultants grew by 4 percent, and the average
active sales force grew by 2 percent, but there was a large decrease in the
productivity of the sales force.  Latin America's sales increased by 15 percent
in 1995 to $175.2 million compared with 1994's $151.9 million, and segment
profit increased by 18 percent.  In Latin America, a net of 69 new distributors
were added in 1995.  The total number of consultants more than doubled, and the
average active sales force grew by 68 percent.  Brazil and Venezuela led the
improvements in sales and profit, and Mexico's sales increased significantly in
local currency terms.  Despite a weaker Mexican peso, the improvement in Latin
America, particularly in Brazil, was attributable to relatively stable economic
conditions, a focus on recruiting and distributor expansion, streamlining of
operations and simplified promotional programs.  

Asia Pacific  
Sales in Asia Pacific were $355.1 million in 1995, an 8-percent improvement
compared with 1994 sales of $329.3 million.  The increase was the result of
favorable foreign exchange, along with operational improvements in the
Philippines, Korea and some of the region's smaller markets.  Offsetting these
increases was a decline in Japan due to lower sales in the beginning of the
year after the Kobe earthquake.  Segment profit increased by 28 percent in
1995, due to a significant increase in Korea and improvement in Australia,
along with favorable foreign exchange.  The region accounted for 26 percent of
Tupperware's sales in both 1995 and 1994.

The sales increase in the Philippines was the result of a substantial increase
in the average active sales force, while the Korean increase reflects a strong 
improvement in sales force productivity.  The segment profit improvement in
Korea was from the higher volume, along with improved margins.  Australia's
profit rose primarily due to lower promotional costs.

1994 vs. 1993  
Sales rose by 9 percent in 1994 to $1.3 billion from $1.2 billion in 1993, led
by Asia Pacific and Europe, Africa, and the Middle East.  Excluding the effect
of foreign exchange, 1994 sales increased by 7 percent over 1993.  Segment
profit increased 17 percent to $199.8 million from $171.0 million in 1993.  All
regions had double digit percentage point increases in segment profit.  The
worldwide active sales force increased by 15 percent. 

FINANCIAL CONDITION

Liquidity and Capital Resources  
Under the Distribution Agreement between Premark, Tupperware and Dart,
immediately prior to the Distribution, Dart will pay a special dividend to
Premark.  The amount of the special dividend is dependent upon Premark's
financial position immediately prior to the Distribution.  Based on Premark's
financial position as of December 30, 1995, the dividend would have been
calculated to be $184.9 million on that date.

The total debt-to-capital ratio, including debt of discontinued operations, at
the end of 1995 was 25.1 percent compared with 17.5 percent at the end of 1994. 
As of December 30, 1995, the company had unused lines of credit of $660.5
million, of which $184.0 million were foreign lines for Tupperware.  Of the
$476.5 million of lines of credit for continuing operations, $250 million was
under an unsecured revolving credit facility, which expires in May 1999.  Prior
to the Distribution, Premark expects to enter into a new credit agreement that
along with continuing uncommitted lines of credit and other borrowing sources,
is expected to be adequate to fund operating and investing requirements.

Working capital of continuing operations was $276.6 million at the end of 1995,
compared with $281.1 million and $301.2 million at the end of 1994 and 1993,
respectively.  The current ratio was 1.5-to-1 at the end of 1995 and 1994, and
1.8-to-1 at the end of 1993.  The major differences in the components of
working capital in 1995 versus 1994 were higher accounts receivable,
inventories and deferred income tax benefits, which were more than offset by
significantly higher short-term borrowings.  The higher accounts receivable
were primarily at the Food Equipment Group, reflecting higher sales levels. 
The increase in short-term borrowings reflects the significant amount of share
repurchases during the year.  The primary components of the decrease in working
capital in 1994 compared with 1993 were higher accruals including adhesive
claims, partially offset by higher inventory levels to support higher sales.

Operating Activities  
Cash provided by operating activities was $53.4 million in 1995, compared with
$184.0 million in 1994 and $144.5 million in 1993.  The 1995 decrease was the
result of the timing of payments for raw materials and sourced product along
with payments made in connection with a tax planning transaction, partially
offset by lower incremental investments in accounts receivable and inventories
compared with 1994.  The increase in 1994 compared with 1993 reflects a shift
in the timing of income tax payments and the receipt of amounts due from
insurers in connection with Wilsonart's adhesive claims.  These factors were
partially offset by higher levels of accounts receivable and inventories,
particularly at the Food Equipment Group and West Bend.  

Investing Activities 
For 1995, 1994 and 1993, respectively, capital expenditures amounted to $85.7
million, $69.5 million and $60.5 million.  The increase in expenditures in 1995
compared with 1994 primarily reflects additions by the Food Equipment Group,
Wilsonart and Florida Tile.  The most significant factor in the 1994 increase
over 1993 was expenditures by the Food Equipment Group.  Capital expenditures
are expected to be approximately $100 million in 1996.

Dividends  
In 1995, dividends declared per common share were $1.01, up from 74 cents in
1994 and 54 1/2 cents in 1993.  Quarterly dividends increased to 27 cents and
20 cents in the second quarters of 1995 and 1994, respectively.

Share Repurchases  
In August 1995, the company announced the authorization by its board of
directors of the repurchase of 6 million of its shares of common stock, with
volume and timing to depend on market conditions.  Under this plan, through
December 30, 1995, and March 4, 1996, respectively, the company had repurchased
496,000 shares and 588,000 shares at an average cost of $51 in both periods. 
The company expects to continue to make modest share repurchases through the
date of the Distribution.  Subsequently, both Premark and Tupperware will
evaluate whether to implement share repurchase programs.

The company's previous stock repurchase plan was announced in May 1993 and was
completed on March 14, 1995.  Under the plan, the company repurchased a total
of 6 million of its shares of common stock at an average cost of $41 per share. 
Of the total shares repurchased, 3,396,600 shares were repurchased during the
first quarter of 1995 at an average cost of $42 per share.

NEW ACCOUNTING STANDARD

In October 1995, the Financial Accounting Standards Board adopted Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," which governs the accounting for stock-based compensation plans,
including employee stock options.  The statement allows companies the choice of
adopting a new fair value based method of accounting for such plans that
includes expensing related compensation cost in the income statement, or
continuing to apply the method currently specified under existing accounting
guidelines under which generally no compensation expense is recorded.  If
companies elect to follow existing guidelines, the new rule requires that the
notes to the financial statements include pro forma effects on net income and
earnings per share as if the fair value based method were being used.  The
company intends to continue to measure compensation expense under the
preexisting guidelines.  Adoption of this new standard will be required for the
company's 1996 financial statements.

IMPACT OF INFLATION

Inflation as measured by the Consumer Price Index has continued at a low level
in the United States.  Nevertheless, the company experienced substantial cost 
increases for many of its raw materials during 1995, although there was some
moderation of this trend toward the end of the year.  A portion of these
increased costs was absorbed through increased operating and production
efficiency and price increases by certain of the company's operating units.  A
portion remained unrecovered, resulting in lower margins in certain units.


<PAGE>
<TABLE>
SELECTED FINANCIAL DATA
<CAPTION>
(Dollars in millions,  
  except per share           1995        1994        1993        1992        1991        1990        1989        1988        1987 
  amounts)               ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
<S>                      <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>  
Operating results 

Net sales: 
  Food Equipment Group   $1,237.8    $1,135.5    $1,009.9    $1,054.3    $1,010.4    $  999.0    $  931.8    $  874.0    $  808.9
  Decorative Products 
    Group                   686.6       690.0       618.3       573.1       522.6       499.6       430.1       352.8       309.7
  Consumer Products 
    Group                   289.0       292.8       239.4       206.3       206.4       203.6       204.8       203.0       179.6
                         ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
      Net sales from
        continuing
        operations        2,213.4     2,118.3     1,867.6     1,833.7     1,739.4     1,702.2     1,566.7     1,429.8     1,298.2
  Tupperware              1,360.2     1,276.2     1,175.2     1,106.1     1,103.4     1,036.5       968.1       921.2       856.8
                         ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------

      Total net sales    $3,573.6    $3,394.5    $3,042.8    $2,939.8    $2,842.8    $2,738.7    $2,534.8    $2,351.0    $2,155.0
                         =========   =========   =========   =========   =========   =========   =========   =========   =========

Segment profit (loss):
  Food Equipment Group   $   91.9    $   80.6    $   51.3    $   49.6    $   41.1    $   26.9    $   21.8    $   57.8    $   53.3
  Decorative Products 
    Group                    50.4        36.5        33.4        35.0        38.3        46.9        42.1        42.3        37.1
  Consumer Products 
    Group                    25.3        39.4        22.8        20.9        22.6        19.2        17.3        15.8        13.6
                         ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
      Segment profit 
        from
        continuing
        operations          167.6       156.5       107.5       105.5       102.0        93.0        81.2       115.9       104.0
  Tupperware                234.5       199.8       171.0       (25.3)      121.2        64.9       104.2       115.7        65.2
                         ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------

      Total 
        segment profit   $  402.1    $  356.3    $  278.5    $   80.2    $  223.2    $  157.9    $  185.4    $  231.6    $  169.2
                         =========   =========   =========   =========   =========   =========   =========   =========   =========

Income from continuing
  operations             $   78.9    $   70.8    $   50.5    $   44.6    $   38.1    $   19.4    $   31.5    $   47.8    $   50.0
Income (loss) from      
  discontinued 
  operations                158.7       154.7       122.0       (40.0)       64.2        32.6        46.9        73.4        21.5
Cumulative effect of  
  accounting changes          -           -           -         (83.9)        -           -           -         (15.9)        -  
                         ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------



Net income (loss)        $  237.6    $  225.5    $  172.5    $  (79.3)   $  102.3    $   52.0    $   78.4    $  105.3    $   71.5
                         =========   =========   =========   =========   =========   =========   =========   =========   =========

Per common and common
  equivalent share:
    Income from
      continuing     
      operations         $   1.24    $   1.06    $   0.75    $   0.68    $   0.60    $   0.31    $   0.45    $   0.69    $   0.73
    Income (loss) from
      discontinued   
      operations             2.48        2.33        1.82       (0.61)       1.02        0.51        0.67        1.06        0.31
 
    Net income (loss)        3.72        3.39        2.57       (1.20)       1.62        0.82        1.12        1.52        1.04
                         =========   =========   =========   =========   =========   =========   =========   =========   =========

Profitability ratios     

As a percent of sales:                            
  Food Equipment Group
    segment profit            7.4%        7.1%        5.1%        4.7%        4.1%        2.7%        2.3%       6.6%         6.6%
  Decorative Products 
    Group segment
    profit                    7.3         5.3         5.4         6.1         7.3         9.4         9.8       12.0         12.0
  Consumer Products Group
    segment profit            8.8        13.5         9.5        10.1        11.0         9.4         8.5        7.8          7.6
  Total segment profit <F1>   7.6         7.4         5.8         5.8         5.9         5.5         5.2        8.1          8.0
  Income from continuing
    operations                3.6         3.3         2.7         2.4         2.2         1.1         2.0        3.3          3.9
Return on average equity     24.0        25.3        22.7       (10.3)       12.8         6.7        10.1       14.9         11.5
Return on average 
  invested capital <F2>      22.8        23.0        19.3        (5.6)       11.2         6.4         9.0       12.6          9.5
_____________    
<FN>
<F1>  Of continuing operations.
<F2>  Net income plus after-tax long-term interest expense divided by average long-term debt and equity, of both continuing and 
      discontinued operations.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
Dollars in millions,
  except per share           1995        1994        1993        1992        1991        1990        1989        1988        1987 
  amounts)               ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
<S>                      <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>      
Financial condition    
 
Continuing operations:
  Working capital        $  276.6    $  281.1    $  301.2    $  262.2    $  171.6    $  253.2    $  280.2    $  254.4    $  299.2
  Property, plant 
    and equipment, net      424.7       401.6       394.4       403.8       409.8       425.6       280.8       275.4       253.3
  Total assets <F1>       1,961.3     1,870.4     1,497.6     1,365.9     1,512.8     1,560.6     1,348.6     1,261.5     1,161.5
  Short-term borrowings 
    and current portion
    of long-term debt       133.0        25.3         3.4         5.3       102.4        33.4        45.6        69.6         5.6
  Long-term debt            121.7       121.9       122.3       120.9       122.2       322.2        95.4        85.3        81.7
Discontinued operations: 
  Working capital            87.7        72.4       (49.4)      (11.2)       85.2       114.3       160.2       175.6       178.0
  Property, plant 
    and equipment, net      317.7       310.2       277.1       250.8       292.0       294.3       228.7       218.6       210.9
  Total assets              943.6       882.1       785.1       661.1       741.4       746.1       679.4       659.5       659.5
  Short-term borrowings 
    and current portion
    of long-term debt        83.8        58.3       140.0        19.3        19.0        40.5        31.7        19.3        47.4
  Long-term debt              0.4         0.4        45.7       153.3       156.3       173.7       158.7       152.6       154.0
Overall:
  Shareholders' equity    1,008.8       972.3       811.9       710.3       836.4       757.9       800.6       754.4       663.1
  Current ratio               1.4         1.4         1.3         1.3         1.3         1.6         1.7         1.8         1.9
  Long-term 
    debt-to-equity           12.1%       12.6%       20.7%       38.6%       33.3%       65.4%       31.7%       31.5%       35.5%
  Total debt-to-capital      25.1%       17.5%       27.7%       29.6%       32.4%       42.9%       29.3%       30.2%       30.3%

Other data    

Continuing operations:
  Net cash provided by
    operating 
    activities           $   53.4    $  184.0    $  144.5    $   39.1    $  157.2    $  115.0    $   99.2    $   45.7    $  114.1
  Capital expenditures       85.7        69.5        60.5        56.7        46.7        78.6        49.8        49.3        37.8
  Depreciation and
    amortization             71.4        73.8        67.2        68.1        69.4        62.0        53.0        42.5        40.3
  Advertising                42.4        39.4        31.2        28.4        27.2        25.2        23.6        25.1        22.5
  Research and
    development              38.1        35.1        31.2        31.3        26.5        27.5        25.4        22.4        18.4
  Number of employees
    (thousands)              17.4        16.6        15.9        16.2        15.8        16.8        15.3        15.4        13.9
Discontinued operations:
  Net cash provided by
    operating activities    183.8       148.7       110.0       200.7       166.1       106.7        32.2        87.1        68.0
  Capital expenditures       69.3        78.7        85.6        80.0        49.9       104.6        53.6        54.8        49.4

  Depreciation               61.3        55.7        44.7        49.9        45.9        39.2        31.3        33.5        30.2
  Advertising                 8.7         8.5        11.3        14.6        10.2         7.7         5.2         4.9         9.9
  Research and
    development               6.3         8.9         9.8        10.0         4.7         3.9         3.3         2.1         7.0
  Number of employees 
    (thousands)               6.9         7.3         8.0         8.0         8.2         8.6         9.4         8.6         8.9 


Common stock data    

Dividends declared 
  per share              $   1.01    $   0.74    $  0.545    $   0.48    $   0.42    $   0.42    $   0.39    $  0.265    $  0.145
Dividend payout 
  ratio <F2>                 29.8%       28.8%        +          29.5%       51.2%       37.5%       25.7%       25.5%        + 
Average common and       
  common equivalent
  shares outstanding
  (thousands)              63,830      66,528      67,043      65,828      63,022      63,649      70,156      69,442      68,627
Year-end book value 
  per share              $  16.50    $  15.22    $  12.72    $  11.17    $  13.43    $  12.34    $  11.76    $  11.14    $   9.84
Year-end 
  price/earnings ratio      13.61       13.20       15.58      (17.43)      12.50       10.59       13.73       10.40       10.76
Year-end 
  market/book ratio          3.07        2.94        3.15        1.88        1.51        0.70        1.31        1.41        1.14
Year-end shareholders 
  (thousands)                23.3        25.3        26.9        29.0        31.3        33.7        36.3        39.3        43.5
_____________    
<FN>
<F1>  Includes net assets of discontinued operations.
<F2>  Dividends declared per share divided by prior year earnings per share of both continuing and discontinued operations.
</TABLE>


<PAGE>
<TABLE>
Consolidated Statement of Income
<CAPTION>
(In millions, except per share amounts)                      Dec. 30,    Dec. 31,    Dec. 25, 
                                           Year ended            1995        1994        1993
                                                             ---------   ---------   ---------
<S>                                                          <C>         <C>         <C>     
Net sales                                                    $2,213.4    $2,118.3    $1,867.6 
                                                             ---------   ---------   ---------

Costs and expenses
  Cost of products sold                                       1,420.9     1,368.1     1,219.3 
  Delivery, sales and administrative expense                    648.0       617.6       559.9 
  Interest expense                                               26.6        20.1        15.4 
  Interest income                                                (2.0)       (1.9)       (1.9)
  Other expense, net                                             (0.4)        3.6         0.5 
                                                             ---------   ---------   ---------
    Total costs and expenses                                  2,093.1     2,007.5     1,793.2 
                                                             ---------   ---------   ---------
Income before income taxes                                      120.3       110.8        74.4 
Provision for income taxes                                       41.4        40.0        23.9 
                                                             ---------   ---------   ---------
Income from continuing operations                                78.9        70.8        50.5 
                                                             ---------   ---------   ---------
Discontinued operations:
    Income from operations (net of tax provision of    
      $57.1, $45.5 and $33.3 in 1995, 1994 and
      1993, respectively)                                       177.0       154.7       122.0 
    Costs to effect the business discontinuance  
      (net of $4.3 tax benefit)                                 (18.3)        -           -   
                                                             ---------   ---------   ---------
Net income                                                   $  237.6    $  225.5    $  172.5  
                                                             =========   =========   =========

Income (loss) per common and common equivalent share:
  Continuing operations                                      $   1.24    $   1.06    $   0.75 
  Discontinued operations:                      
    Income from operations                                       2.77        2.33        1.82 
    Costs to effect the business discontinuance                 (0.29)        -           -   
                                                             ---------   ---------   ---------
Net income per common and common equivalent share            $   3.72    $   3.39    $   2.57 
                                                             =========   =========   =========

See Notes to the Consolidated Financial Statements.
</TABLE>




<PAGE>
<TABLE>
Consolidated Statement of Cash Flows                                                  
<CAPTION>
                                                                          Dec. 30,    Dec. 31,    Dec. 25,
(In millions)                                               Year ended        1995        1994        1993
                                                                          ---------   ---------   ---------
<S>                                                                       <S>         <S>         <S>
Cash flows from operating activities  
Net income                                                                $  237.6    $  225.5    $  172.5 
Adjustments to reconcile net income to net cash provided by
  operating activities from continuing operations:
    Income from discontinued operations                                     (158.7)     (154.7)     (122.0)
    Depreciation and amortization                                             71.4        73.8        67.2 
Changes in assets and liabilities of continuing operations,
  excluding effects of acquisitions:
    Increase in accounts and notes receivable                                (14.9)      (40.4)      (11.8)
    Increase in inventory                                                    (11.9)      (51.7)       (4.6)
    (Increase) decrease in net deferred income taxes                         (20.3)      (17.2)        0.5 
    (Decrease) increase in accounts payable and accruals                     (43.9)       49.7        25.9 
    Increase (decrease) in income taxes payable                                0.7        38.6        (3.4)
    Other                                                                     (6.6)       60.4        20.2 
                                                                          ---------   ---------   ---------
      Net cash provided by operating activities 
        from continuing operations                                            53.4       184.0       144.5 
                                                                          ---------   ---------   ---------
Cash flows from investing activities 
Capital expenditures                                                         (85.7)      (69.5)      (60.5)
Other                                                                         (7.9)      (11.9)        7.2
                                                                          ---------   ---------   ---------
      Net cash used in investing activities
        from continuing operations                                           (93.6)      (81.4)      (53.3)
                                                                          ---------   ---------   ---------
Cash flows from financing activities 
Repayment of long-term debt                                                   (0.7)       (0.8)       (2.7)
Net increase in short-term debt                                              103.7        21.2         0.5 
Proceeds from long-term debt                                                   -           -           2.6 
Payment of dividends                                                         (58.0)      (43.3)      (33.8) 
Proceeds from exercise of stock options                                       14.5        16.9        12.9 
Purchase of treasury stock                                                  (169.7)      (59.4)      (36.3)
                                                                          ---------   ---------   ---------
      Net cash used in financing activities 
        from continuing operations                                          (110.2)      (65.4)      (56.8)
                                                                          ---------   ---------   ---------
Effect of exchange rate changes on cash and cash equivalents                   0.8         0.5        (1.1)
Cash provided by (used in) discontinued operations                           150.9       (70.9)        9.4
                                                                          ---------   ---------   ---------
Net increase (decrease) in cash and cash equivalents                           1.3       (33.2)       42.7 
Cash and cash equivalents at beginning of year                                18.5        51.7         9.0 
                                                                          ---------   ---------   ---------
Cash and cash equivalents at end of year                                  $   19.8    $   18.5    $   51.7 
                                                                          =========   =========   =========

See Notes to the Consolidated Financial Statements.

</TABLE>
<PAGE>
<TABLE>
Consolidated Balance Sheet
<CAPTION>
                                                                                       Dec. 30,    Dec. 31,
(Dollars in millions, except per share amounts)                                            1995        1994
                                                                                       ---------   --------- 
<S>                                                                                    <C>         <C>
Assets 

Cash and cash equivalents                                                              $   19.8    $   18.5 
Accounts and notes receivable, less allowances of $19.7 in 1995 and $17.6 in 1994         377.8       354.1 
Inventories                                                                               347.6       328.4 
Recoverable income taxes                                                                   12.3         -   
Deferred income tax benefits                                                               77.2        60.0
Prepaid expenses                                                                           45.0        40.3 
                                                                                       ---------   ---------
      Total current assets                                                                879.7       801.3 
                                                                                       ---------   ---------

Property, plant and equipment, net                                                        424.7       401.6 
Intangibles, less accumulated amortization of $84.9 in 1995 and $78.4 in 1994             168.7       174.3 
Other assets                                                                               73.0        98.6 
Net assets of discontinued operations                                                     415.2       394.6
                                                                                       ---------   ---------
      Total assets                                                                     $1,961.3    $1,870.4 
                                                                                       =========   =========

Liabilities and shareholders' equity 

Accounts payable                                                                       $  104.4    $  119.3 
Short-term borrowings and current portion of long-term debt                               133.0        25.3 
Accrued liabilities                                                                       365.7       375.6 
                                                                                       ---------   ---------
      Total current liabilities                                                           603.1       520.2 
                                                                                       ---------   ---------
Long-term debt                                                                            121.7       121.9 
Accrued postretirement benefit cost                                                       120.1       115.6
Other liabilities                                                                         107.6       140.4 
Shareholders' equity:
  Preferred stock, $1.00 par value, authorized 50,000,000 shares; issued - none             -           - 
  Common stock, $1.00 par value, authorized 200,000,000 shares; 
    issued - 69,003,840 shares                                                             69.0        69.0 
  Capital surplus                                                                         590.3       571.7 
  Retained earnings                                                                       735.7       579.8 
  Treasury stock, 7,857,080 shares at December 30, 1995,
    and 5,105,347 shares at December 31, 1994, at cost                                   (258.0)     (125.6)
  Unearned portion of restricted stock issued for future service                           (1.0)       (0.3)
  Cumulative foreign currency adjustments                                                (127.2)     (122.3)
                                                                                       ---------   ---------
      Total shareholders' equity                                                        1,008.8       972.3 
                                                                                       ---------   ---------
      Total liabilities and shareholders' equity                                       $1,961.3    $1,870.4 
                                                                                       =========   =========

See Notes to the Consolidated Financial Statements.
</TABLE>


<PAGE>
<TABLE>
Consolidated Statement of Shareholders' Equity
<CAPTION>

                                     Number of shares                                 Amounts
                                   --------------------     -----------------------------------------------------------------
                                                                                                                   Cumulative
                                                                                                                      foreign
                                   Common      Treasury      Common      Capital      Retained      Treasury         currency 
(In millions)                       stock         stock       stock      surplus      earnings         stock      adjustments
                                   -------     ---------     -------     --------     ---------     ---------     -----------
<S>                                <C>         <C>           <C>         <C>          <C>           <C>           <C>          
December 26, 1992                    69.0          (5.4)     $ 34.5      $ 566.4       $ 286.8       $ (69.3)        $ (105.9)
  Net income                                                                             172.5 
  Cash dividends declared                                                                (34.8)
  Purchase of treasury stock                       (1.2)                                               (39.6)
  Treasury stock issued for 
   incentive plans and 
   related tax benefits                             1.4                     15.9          (5.8)         15.9     
  Translation adjustments                                                                                               (23.7)
                                   -------     ---------     -------     --------     ---------     ---------     ------------
December 25, 1993                    69.0          (5.2)       34.5        582.3         418.7         (93.0)          (129.6)
  Net income                                                                             225.5
  Cash dividends declared                                                                (47.2)
  Purchase of treasury stock                       (1.5)                                               (61.2)
  Treasury stock issued for 
   incentive plans and 
   related tax benefits                             1.6                     23.9         (17.2)         28.6     
  Effect of 2-for-1 stock split                                34.5        (34.5)   
  Translation adjustments                                                                                                 7.3 
                                   -------     ---------     -------     --------     ---------     ---------     ------------  
December 31, 1994                    69.0          (5.1)       69.0        571.7         579.8        (125.6)          (122.3)
  Net income                                                                             237.6
  Cash dividends declared                                                                (61.8)
  Purchase of treasury stock                       (3.9)                                              (167.3)
  Treasury stock issued for 
   incentive plans and 
   related tax benefits                             1.1                     18.6         (19.9)         34.9     
  Translation adjustments                                                                                                (4.9)
                                   -------     ---------     -------     --------     ---------     ---------     ------------  
December 30, 1995                    69.0          (7.9)     $ 69.0      $ 590.3       $ 735.7       $(258.0)         $(127.2)
                                   =======     =========     =======     ========     =========     =========     ------------

See Notes to the Consolidated Financial Statements.
</TABLE>


<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Principles of Consolidation   
The consolidated financial statements include the accounts of Premark and all
of its subsidiaries.  Certain prior year amounts have been reclassified to
conform with the current year's presentation.  Intercompany accounts and
transactions have been eliminated.  The company's fiscal year ends on the last
Saturday of December, and included 52 weeks in 1995 and 1993 and 53 weeks in
1994. 

Prior years' financial statements have been restated to reflect Tupperware as a
discontinued operation.  See Note 2.  All amounts included in the Notes to the
Consolidated Financial Statements pertain to continuing operations except where
otherwise noted.

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.  
These estimates and assumptions affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from those
estimates.

Cash and Cash Equivalents  
The company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

Inventories   
Inventories are valued at the lower of cost or market.  Inventory cost includes
cost of raw material, labor and overhead.  Approximately 70 percent of
inventories, including substantially all domestic inventories, are valued on
the last-in, first-out (LIFO) cost method.  The first-in, first-out (FIFO) cost
method is generally used for the remaining inventories.  If inventories valued
on the LIFO method had been valued using the FIFO method, they would have been
$46.2 million higher at the end of 1995 and $38.4 million higher at the end of
1994.

Property and Depreciation   
Properties are stated at cost.  Depreciation is determined on a straight-line
basis over estimated useful lives.  Generally, the estimated useful lives are
10 to 45 years for buildings and improvements and 3 to 20 years for machinery
and equipment. Upon the sale or retirement of property, plant and equipment, a
gain or loss is recognized.  If the carrying value of an asset, including
associated intangibles, exceeds the sum of estimated undiscounted future cash
flows, then an impairment loss is recognized for the difference between
estimated fair value and carrying value.  Expenditures for maintenance and
repairs are charged to expense.  

Intangibles   
The excess of cost over the fair value of net assets of businesses acquired
($156.5 million in 1995 and $157.6 million in 1994) and other intangibles are
being amortized on a straight-line basis over periods ranging up to 40 years.

Revenue Recognition   
Revenue is recognized when product is shipped.

Advertising and Research and Development Costs   
Advertising and research and development costs are charged to expense as
incurred.

Income Taxes   
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statement carrying amounts of assets and liabilities and their respective tax
bases.  Deferred tax assets are also recognized for credit carryforwards.
Deferred tax assets and liabilities are measured using the rates expected to
apply to taxable income in the years in which the temporary differences are
expected to reverse and the credits are expected to be used.  The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.   In determining the
amount of any valuation allowance required to offset deferred tax assets an
assessment is made, which includes anticipating future income in determining
the likelihood of realizing deferred tax assets.  

Income (Loss) Per Share   
Income (loss) per share is based upon the weighted average number of common and
common equivalent shares, consisting of stock options, outstanding during the
year.   
 
Derivative Financial Instruments
Derivative financial instruments, primarily forward exchange contracts with
maturities of less than one year, are periodically used by the company to
offset the effects of exchange rate changes on net investments in foreign
subsidiaries, firm purchase commitments and certain intercompany loan
transactions.  The company does not hold or issue financial instruments for
trading purposes, nor does the company expect to incur any losses as a result
of counterparty defaults.

Gains and losses on contracts designated as hedges of net investments in a
foreign subsidiary or intercompany transactions of a long-term nature are
accrued as exchange rates change, and are recognized in shareholders' equity as
foreign currency translation adjustments.  Gains and losses on contracts
designated as hedges of intercompany transactions that are not of a long-term
nature are accrued as exchange rates change and are recognized in income. 
Gains and losses on contracts designated as hedges of identifiable foreign
currency firm commitments are deferred and included in the measurement of the
related foreign currency transaction.

Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts and notes
receivable, accounts payable, short-term borrowings and outstanding forward
exchange contracts approximated their fair values at December 30, 1995, and
December 31, 1994, because of the short maturity of those instruments or their
insignificance.  The fair value of long-term debt is determined based on the
borrowing rates available to the company for long-term debt with similar terms
and average maturities.

Foreign Currency Translation
Results of operations for foreign subsidiaries are translated into U.S. dollars
using the average exchange rates during the year.  The assets and liabilities
of those subsidiaries, other than those of operations in highly inflationary
countries, are translated into U.S. dollars using the exchange rates at the
balance sheet date.  The related translation adjustments are recorded in a
separate component of shareholders' equity, "Cumulative foreign currency
adjustments."  Foreign currency transaction gains and losses, as well as
translation of financial statements of subsidiaries in highly inflationary
countries, are included in income, but were not significant.


Note 2  DISTRIBUTION OF TUPPERWARE TO SHAREHOLDERS

On November 1, 1995, the company's board of directors authorized management to
proceed with a plan to establish Tupperware as an independent company through a
distribution to Premark's shareholders (the Distribution).  The Distribution is
subject to final approval by the board of directors; the favorable outcome of a
ruling requested from the Internal Revenue Service as to the qualification of
the Distribution as a tax-free event or the receipt of an acceptable opinion
from outside legal counsel as to the non-taxability of the event; and the
effectiveness of a registration statement filed with the Securities and
Exchange Commission.  The Distribution is expected to be effected by the end of
the second quarter of 1996.  Net sales of Tupperware were $1.4 billion, $1.3
billion and $1.2 billion in 1995, 1994 and 1993, respectively.  As of December
30, 1995 and December 31, 1994, respectively, Tupperware had $87.7 and $72.4
million of net current assets.

As a result of the planned Distribution, the Company recorded a fourth quarter
pretax charge of $22.6 million ($18.3 million after tax, or 29 cents per share)
for costs to effect the business discontinuance.  Included in that amount are
$5.5 million of relocation and severance expenses, $6.0 million of professional
and advisory fees, $5.0 million of registration fees and financing expenses,
and $6.1 million of computer systems and facilities expenses.


Note 3  INVENTORIES




(In millions)                                1995         1994  
                                         --------     --------

Finished goods                           $  169.8     $  175.0  
Work in process                              37.9         27.5  
Raw materials and supplies                  139.9        125.9  
                                         --------     --------
Total inventories                        $  347.6     $  328.4 
                                         ========     ========


Note 4  PROPERTY, PLANT AND EQUIPMENT 

(In millions)                                1995         1994 
                                         --------     --------

Land                                     $   26.6     $   25.5 
Buildings and improvements                  249.1        238.2 
Machinery and equipment                     629.9        587.0 
Construction in progress                     33.4         21.4
                                         --------     -------- 
Total property, plant and equipment         939.0        872.1 
Less accumulated depreciation               514.3        470.5
                                         --------     -------- 
Property, plant and equipment, net       $  424.7     $  401.6
                                         ========     ========


Note 5  ACCRUED LIABILITIES
         
(In millions)                                1995         1994
                                         --------     --------

Warranties and maintenance 
  service agreements                     $   98.9     $   93.5 
Compensation and employee benefits           89.7         96.2
Insurance                                    39.1         43.3 
Other                                       138.0        142.6
                                         --------     --------
Total accrued liabilities                $  365.7     $  375.6
                                         ========     ========


Note 6  FINANCING ARRANGEMENTS

Short-term Borrowings 

(Dollars in millions)              1995      1994      1993 
                                 -------   -------   -------

Total short-term borrowings 
  at year-end                    $132.3    $ 24.6    $  2.9 
Weighted average interest 
  rate at year-end                  6.1%      6.5%     10.0% 
Average borrowings 
  during the year                $166.4    $112.2    $  5.6 
Weighted average interest 
  rate for the year                 6.2%      4.7%      9.5% 
Maximum borrowings 
  during the year                $211.5    $190.3    $ 16.1

The average borrowings and weighted average interest rates were determined
using month-end borrowings and the interest rates applicable to them.  Of total
year-end borrowings, $77.5 million was in the form of U.S. commercial paper. 
The remaining portion of short-term borrowings was from several banks.

Long-term Debt

(In millions)                        1995       1994
                                   ------     ------ 

10 1/2% notes due 2000             $100.0     $100.0 
5.95% - 6.5% industrial revenue 
  bonds due 1996-2009                17.8       17.8 
Other                                 4.6        4.8
                                   ------     ------
                                    122.4      122.6 
Less current portion                  0.7        0.7 
                                   ------     ------
Total long-term debt               $121.7     $121.9
                                   ======     ======

Interest paid in 1995, 1994 and 1993 was $24.0 million, $18.8 million and $14.0
million, respectively.

The fair value of the 10 1/2% notes at the end of 1995 and 1994 was $118.1
million and $108.8 million, respectively.  The fair value of the remaining
long-term debt approximates its book value.
     
The company had unused lines of credit amounting to $476.5 million at December
30, 1995, including $250.0 million under an unsecured revolving credit
facility, which supports the company's commercial paper borrowing capability
and expires in May 1999.  Total principal payments due on long-term debt in the
five years subsequent to December 30, 1995, are $118.0 million, including the
$100 million of 10 1/2% notes due in 2000. 

Operating Leases   
Rental expense for operating leases (reduced by sublease income of
approximately $0.3 million in 1995, $0.4 million in 1994 and $0.2 million in
1993) totaled $34.5 million in 1995, $32.5 million in 1994 and $34.0 million in
1993.  Approximate minimum rental commitments under noncancelable operating
leases in effect at December 30, 1995, were: 1996 -- $24.1 million; 1997 --
$18.1 million; 1998 -- $13.9 million; 1999 -- $8.1 million; 2000 -- $5.7
million; after 2000 -- $16.7 million.

Other Financial Instruments      
At December 30, 1995, the company had forward exchange contracts maturing
between January 18 and March 14, 1996, to sell $104.9 million in foreign
currencies at fixed rates on the value dates.  The larger components of these
positions were contracts to sell $36.7 million of French francs, $23.1 million
of German marks and $15.2 million of British pounds sterling.  At December 30,
1995, the net accrued gain on forward exchange contracts was $1.3 million, and
at December 31, 1994, the net accrued loss on forward exchange contracts was
$1.3 million.


Note 7  INCOME TAXES 

For income tax purposes, the domestic and foreign components of income before
income taxes, including discontinued operations, were as follows:

(In millions)                 1995        1994        1993 
                            -------     -------     -------

Domestic                    $205.4      $206.5      $164.4  
Foreign                      126.4       104.5        65.3 
                            -------     -------     -------
Total                       $331.8      $311.0      $229.7
                            =======     =======     =======

The provision for income taxes, including discontinued operations, was as
follows:


(In millions)                 1995        1994        1993
                            -------     -------     ------- 

Current 

  Federal                   $ (1.4)     $ 53.4      $ 26.7 
  Foreign                     94.0        59.2        43.7
  State                        6.8         9.5         5.0 
                            -------     -------     -------
                              99.4       122.1        75.4
                            -------     -------     -------

Deferred 

  Federal                     31.0       (21.4)      (12.1)
  Foreign                    (36.9)      (11.3)       (5.2)
  State                        0.7        (3.9)       (0.9)
                            -------     -------     -------
                              (5.2)      (36.6)      (18.2)
                            -------     -------     -------
Total                       $ 94.2      $ 85.5      $ 57.2
                            =======     =======     =======

For continuing operations, the differences between the provision for income
taxes and income taxes computed using the U.S. federal statutory rate were as
follows:

(In millions)                  1995        1994        1993
                             -------     -------     -------

Amount computed using
  statutory rate             $ 42.1      $ 38.8      $ 26.0
Increase (reduction) in 
  taxes resulting from:      
    Change in valuation 
      allowance for   
      federal deferred
      tax assets                 -         (3.6)       (4.8)
    Foreign income taxes       (1.7)       (2.2)        1.0
    Repatriation of
      foreign earnings         (3.1)        0.6        (1.1)
    Effect of U.S. statutory
      rate increase on net
      deferred tax asset         -           -         (1.2)
    State taxes                 3.2         3.4         1.5 
    Other                       0.9         3.0         2.5
                             -------     -------     -------  
Total                        $ 41.4      $ 40.0      $ 23.9
                             =======     =======     =======

For discontinued operations, the primary factors that caused the effective tax
rates to be significantly lower than the statutory rate were:  foreign tax
benefits realized in 1995, 1994 and 1993; the favorable resolution of certain
tax contingencies in 1995; and reductions in the valuation allowance for
federal deferred tax assets in 1994 and 1993.  The effective tax rate on the
costs to effect the business discontinuance was higher than the statutory rate
due to the nondeductibility of certain amounts.

In 1995 and 1994, respectively, the company recognized $18.6 million and $23.9
million of benefits for deductions associated with the exercise of employee
stock options including amounts related to certain Tupperware employees.  These
benefits were added directly to capital surplus and are not reflected in the
provision for income taxes.

Deferred tax assets (liabilities) are comprised of the following:

(In millions)                        1995         1994
                                  --------     --------

Depreciation                      $ (48.5)     $ (47.7)
Undistributed earnings
  of subsidiaries                     -           (3.5)
Other                                (1.3)        (3.6)
                                  --------     --------
Gross deferred tax liabilities      (49.8)       (54.8)
                                  --------     --------
Postretirement benefits              49.1         47.0
Employee benefits accruals           22.5         22.6
Tax carryforwards                    15.5          8.3
Adhesive claims                      13.8         14.7
Self-insurance reserves              12.5         13.2
Costs to effect the business
  discontinuance                      6.8          -   
Environmental reserves                6.0          6.5
Computer leasing transactions         3.4          8.1
Other accruals                       25.8         22.0
                                  --------     --------
Gross deferred tax assets           155.4        142.4
                                  --------     --------
Valuation allowance                  (7.3)        (6.9)
                                  --------     --------
Net deferred tax assets           $  98.3      $  80.7
                                  ========     ========

At December 30, 1995, the company had foreign net operating loss carryforwards
of $10.5 million. It also had $5.0 million of foreign tax credit carryforwards
available to offset certain future U.S. federal income tax obligations.  Of the
total, $11.3 million of carryforwards expire at various dates from 1996 to
2005, and the remainder have unlimited lives.  During 1995, the company
recognized net benefits of $3.3 million related to foreign net operating loss
carryforwards.  Repatriation of foreign earnings would not result in a
significant incremental cost to the company.

The company paid income taxes in 1995, 1994 and 1993, of $118.8 million, $70.8
million and $48.9 million, respectively, a portion of which was owed as a
result of income generated by Tupperware.


Note 8  RETIREMENT BENEFIT PLANS 

Pension Plans   
The company has various pension plans covering substantially all domestic
employees and certain employees in other countries.

The actuarial cost method used in determining pension expense is the projected
unit credit method.  Generally, annual cash contributions are equal to the
minimum funding amounts required by ERISA for U.S. plans.

Net pension expense included the following components:


(In millions)                     1995       1994       1993
                                -------    -------    -------

Return on plan assets:
  Actual (gain) loss            $(55.9)    $  4.3     $(29.2)
  Deferred gain (loss)            33.6      (25.8)       8.5 
                                -------    -------    -------
Net gain recognized              (22.3)     (21.5)     (20.7)
Service cost of benefits
  earned during the year           7.9        9.7        7.6
Interest cost of benefits 
  earned in prior years           19.7       18.5       17.7
Net amortization                  (1.5)      (1.4)      (1.6)
                                -------    -------    -------
Net pension expense             $  3.8     $  5.3     $  3.0
                                =======    =======    =======

The assumed long-term rates of return on assets used in determining net pension
expense were:  U.S. plans -- 9.0 percent; foreign-funded plans -- various rates
from 6.5 percent to 10.0 percent.  The assumed discount rates used in
determining the actuarial present value of the projected benefit obligation
were:  U.S. plans -- 7.25 percent at December 30, 1995, and 8.75 percent at
December 31, 1994; foreign plans -- various rates from 7.0 percent to 10.0
percent.  The assumed rates of increase in future compensation levels were:
U.S. plans -- 6.0 percent; foreign plans -- various rates from 5.0 percent to
7.0 percent.  Substantially all of the domestic employees of Tupperware
participate in the company's Base Retirement Plan.  As part of the
Distribution, assets of this plan will be allocated between the company's plan
and a newly formed Tupperware plan in accordance with ERISA rules.  Management 
believes that its allocation method used for purposes of the following
disclosure is not significantly different from the ERISA method. 

The funded status of the plans related to the company's continuing operations
was as follows:


                                   U.S. plans        Foreign plans
                                 --------------      --------------
(In millions)                    1995     1994       1995     1994
                                 -----    -----      -----    -----

Actuarial present value of 
  benefit obligations:
    Vested benefits             $225.1   $169.5     $ 21.4   $ 20.4
    Nonvested benefits             5.7      5.5        0.2      0.5
                                -------  -------    -------  -------
Accumulated benefit 
  obligation                     230.8    175.0       21.6     20.9
Effect of projected future
  salary increases                33.5     28.7        4.0      3.9
                                -------  -------    -------  -------
Projected benefit
  obligation                     264.3    203.7       25.6     24.8
Plan assets at fair value - 
  primarily equity securities
  and corporate and 
  government bonds               257.9    218.7       21.9     21.7
                                -------  -------    -------  -------
Plan assets (less than)
  in excess of projected
  benefit obligation              (6.4)    15.0       (3.7)    (3.1)
Unrecognized prior 
  service cost                     2.8      2.7        1.9      1.9
Unrecognized net loss (gain)      11.0     (6.4)       0.5      0.7
Unrecognized net transition 
  (asset) obligation             (10.5)   (12.7)       0.2      0.2
                                -------  -------    -------  -------
Accrued pension cost            $ (3.1)  $ (1.4)    $ (1.1)  $ (0.3)
                                =======  =======    =======  =======

At December 30, 1995, and December 31, 1994, the accumulated benefit
obligations of certain foreign plans exceeded plan assets.  For those plans,
the obligations were $69.2 million and $4.4 million for 1995 and 1994,
respectively, and the fair value of their assets at the end of 1995 and 1994
was $56.8 million and $1.0 million, respectively.

The company also has several savings, thrift and profit-sharing plans.  Its
contributions to these plans are based upon various levels of employee
participation.  The total cost of these plans was $11.7 million in 1995, $13.4
million in 1994 and $11.5 million in 1993. 

Medical and Life Insurance Benefits   
In addition to providing pension benefits, the company provides certain
postretirement health care and life insurance benefits for selected U.S. and
Canadian employees.  Most employees and retirees outside the United States are
covered by government health care programs.  Employees may become eligible for
these benefits if they reach normal retirement age while working for the
company and satisfy certain years of service requirements.  The medical plans
are contributory, with retiree contributions adjusted annually, and contain
other cost-sharing features such as deductibles and coinsurance.  The U.S.
medical plans include an allowance for Medicare for post-65 retirees.

The net postretirement benefit costs were:


(In millions)                 1995          1994          1993
                            -------       -------       -------

Service cost                $  2.5        $  2.9        $  2.5
Interest on accumulated 
  postretirement benefit
  obligation                   9.0           7.9           8.5
Net amortization              (0.7)         (0.3)         (0.5)
                            -------       -------       -------
Net postretirement
  benefit cost              $ 10.8        $ 10.5        $ 10.5
                            =======       =======       =======

The projected liabilities, which are not funded, are reconciled to the amounts
recognized in the company's balance sheet as follows:

(In millions)                         1995          1994 
                                    -------       -------
Accumulated postretirement 
  benefit obligation:
    Retirees                        $ 51.3        $ 58.1
    Other fully eligible 
      participants                    18.8          12.9
    Other active participants         47.8          35.4
                                    -------       -------
                                     117.9         106.4
Unrecognized prior service
  benefit                              5.7           7.3 
Unrecognized gain                      2.6           8.3
                                    -------       -------
Accrued postretirement 
  benefit cost                       126.2         122.0
Less current portion                   6.1           6.4
                                    -------       -------
Total long-term accrued
  postretirement benefit cost       $120.1        $115.6
                                    =======       =======

The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7.25 percent at December 30, 1995, and
8.75 percent at December 31, 1994.  The assumed health care cost trend rate is
11.0 percent for the pre-65 plan and 8.0 percent for the post-65 plan for 1995.
These rates are assumed to decrease by one percentage point per year until an
ultimate level of 6.0 percent is reached.  The rate is assumed to remain at
that level thereafter.  The health care cost trend rate assumption has a
significant effect on the amounts reported.  For example, increasing the
assumed health care cost trend rates by one percentage point in each year would
increase the accumulated postretirement benefit obligation for the medical plan
as of December 30, 1995, by $13.0 million. The effect of a one percentage point
increase on the aggregate of the service and interest cost components of net
postretirement benefit cost for 1995 would be $1.5 million.

The company continues to evaluate ways in which it can improve management of
these benefits and control the costs.  Any changes in the plans or revisions to
assumptions that affect the amount of expected future benefits may have a
significant effect on the amount of the reported obligation and future annual
expense.


Note 9  INCENTIVE COMPENSATION PLANS 

In May 1994, the company's shareholders approved the Premark International,
Inc. 1994 Incentive Plan (the Plan).  The Plan replaced the company's previous
stock option, performance unit, restricted stock and annual incentive plans. 

Performance Awards   
Under the Plan and previous plans, key employees earned cash performance awards
of approximately $11.9 million in 1995, $16.0 million in 1994 and $12.2 
million in 1993.  As of December 30, 1995, 240 employees were eligible to
receive performance awards.

Stock Awards   
The Plan includes awards of stock options and restricted stock to employees and
officers.  As of December 30, 1995, the maximum number of shares that may be
granted under the Plan is 4,630,529, plus up to 4,683,400 additional shares if
such shares are repurchased by the company.  Of the total shares available for
award, up to 447,329 may be granted in the form of restricted stock.  As of
December 30, 1995, 391 employees participated in the Plan, including certain
employees of Tupperware.

All nonvested outstanding stock options vest three years after their date of
grant, and the vesting periods on outstanding restricted stock range from two
to four years from date of grant.  All stock options issued to employees and
officers under the Plan and previous plans have had exercise prices equal to
the fair market value of the shares on the date of grant.  Consequently, the
company has not recorded any compensation expense associated with these stock
options.  All stock options issued under the Plan to employees and officers
have a term of 10 years.  Options outstanding at December 30, 1995, will expire
during the period from December 26, 1996, through October 30, 2005.  As of
December 30, 1995, options to purchase 2,358,600 shares were exercisable.  When
the Distribution is completed, it is expected that the outstanding options to
purchase Premark common stock, which are held by Premark officers and
employees, will continue to be solely for the purchase of Premark common stock,
and that options that are held by Tupperware officers and employees will be
converted to options to purchase solely Tupperware common stock.  The number of
shares under option and their exercise prices will be set in a manner that will
maintain in the aggregate the excess of market value over exercise price of the
existing options immediately prior to the Distribution.  As of December 30,
1995, 1,620,550 of the outstanding shares under option were held by Tupperware
employees, of which 812,367 were exercisable.

Compensation expense associated with restricted stock grants is equal to the
fair market value of the shares on the date of grant and is recognized ratably
over the required holding period.  Compensation expense associated with
restricted stock grants was not significant.

In May 1993, the company's shareholders approved a Director Stock Plan
(Director Plan) under which non-employee directors may elect to receive their
annual retainers in the form of stock or stock options.  Options granted to
directors become exercisable on the last day of the fiscal year in which they
are granted, have a term of 10 years and have an exercise price that
compensates for the foregone cash retainer. This amount and the value of stock
grants on the date of award have been recognized as an expense by the company.
The number of shares initially available for grant under the Director Plan and
the number of shares available as of December 30, 1995, were 600,000 and
517,192, respectively.  As of December 30, 1995, options to purchase 74,000
shares were exercisable.  It is expected that options outstanding under the
Director Plan will be treated in the same manner as the employee stock options
when the Distribution is completed.

Stock option and restricted stock activity in 1995 and 1994 for the Plan,
Director Plan and previous plans is summarized below: 
                     
                                                     Average
                             Shares subject     option price
Stock Options                     to option        per share
                             --------------     ------------


Balance at December 25, 1993      6,010,020           $16.20
Options granted                     713,050            44.04
Options canceled                    (37,900)           29.18
Options exercised                (1,745,888)           11.21
                                 -----------          ------
Balance at December 31, 1994      4,939,282            21.88
Options granted                     660,050            46.16
Options canceled                   (108,900)           33.32 
Options exercised                (1,129,582)           12.90
                                 -----------          ------  
Balance at December 30, 1995      4,360,850           $27.59 
                                 ===========          ======


                                                      Shares
                                     Shares        available
Restricted Stock                Outstanding     for issuance
                                -----------     ------------

Balance at December 25, 1993        188,800          186,040

Shares forfeited                     (6,000)           6,000
Shares released                    (128,068)             -
Increase in shares available
  due to adoption of 1994
  plan                                  -            300,000
                                    --------         --------
Balance at December 31, 1994         54,732          492,040
Shares awarded                       34,711          (44,711)
Shares released                     (45,665)             -  
                                    --------         --------
Balance at December 30, 1995         43,778          447,329
                                    ========         ========


Note 10  SEGMENTS OF THE BUSINESS 

The company has the following business segments: the Food Equipment Group--
commercial food equipment for the foodservice and food retail industries; the
Decorative Products Group--decorative laminates, ceramic tile and hardwood
flooring; and the Consumer Products Group--home appliances, direct-to-the-home
cookware and physical fitness equipment.

(In millions)                          1995        1994        1993
                                   ---------   ---------   ---------

Net sales
  Food Equipment Group:                                         
    United States                  $  710.8    $  687.8    $  610.3  
    Europe                            442.2       369.2       344.0 
    Other International                84.8        78.5        55.6 
                                   ---------   ---------   ---------
  Total Food Equipment Group        1,237.8     1,135.5     1,009.9 

  Decorative Products Group           686.6       690.0       618.3 
  Consumer Products Group             289.0       292.8       239.4
                                   ---------   ---------   ---------
Total net sales                    $2,213.4    $2,118.3    $1,867.6
                                   =========   =========   =========
Segment profit 
  Food Equipment Group:
    United States                  $   71.1    $   61.8    $   40.7
    Europe                             15.5        15.8         7.6 
    Other International                 5.3         3.0         3.0 
                                   ---------   ---------   ---------
  Total Food Equipment Group           91.9        80.6        51.3 

  Decorative Products Group            50.4        36.5        33.4 
  Consumer Products Group              25.3        39.4        22.8
                                   ---------   ---------   ---------
Total segment profit                  167.6       156.5       107.5 


  Unallocated expenses                (22.7)      (27.5)      (19.6) 
  Interest expense, net               (24.6)      (18.2)      (13.5)  
                                   ---------   ---------   ---------
Income from continuing 
  operations before
  income taxes                     $  120.3    $  110.8    $   74.4 
                                   =========   =========   =========

Identifiable assets
  Food Equipment Group:                                         
    United States                  $  390.8    $  378.6    $  351.8  
    Europe                            246.1       218.7       202.6 
    Other International                49.8        48.0        29.1 
                                   ---------   ---------   ---------
  Total Food Equipment Group          686.7       645.3       583.5 

  Decorative Products Group           624.5       633.8       532.6 
  Consumer Products Group             139.0       142.8       113.9
  Corporate                            95.9        53.9       102.4 
                                   ---------   ---------   ---------
Total identifiable assets          $1,546.1    $1,475.8    $1,332.4
                                   =========   =========   =========            


Depreciation and amortization
  Food Equipment Group:                                         
    United States                  $   16.9    $   19.7    $   16.1  
    Europe                              8.5         7.6         8.1 
    Other International                 1.0         1.4         0.8 
                                   ---------   ---------   ---------
  Total Food Equipment Group           26.4        28.7        25.0 

  Decorative Products Group            37.4        38.5        36.1 
  Consumer Products Group               5.3         5.2         5.0
  Corporate                             2.3         1.4         1.1 
                                   ---------   ---------   ---------
Total depreciation and
  amortization                     $   71.4    $   73.8    $   67.2
                                   =========   =========   =========

Capital expenditures
  Food Equipment Group:                                         
    United States                  $   26.9    $   23.2    $   14.1  
    Europe                              6.5         6.6         7.8 
    Other International                 2.3         0.7         0.5 
                                   ---------   ---------   ---------
  Total Food Equipment Group           35.7        30.5        22.4 

  Decorative Products Group            40.9        31.6        30.3 
  Consumer Products Group               8.6         6.9         6.1
  Corporate                             0.5         0.5         1.7  
                                   ---------   ---------   ---------
Total capital expenditures         $   85.7    $   69.5    $   60.5
                                   =========   =========   =========

The operations of the Decorative Products and Consumer Products groups are
predominantly in the United States.  Sales to a single customer did not exceed
10 percent of total sales.  Export sales were $124.6 million, $117.0 million
and $113.7 million in 1995, 1994 and 1993, respectively.  In the Decorative
Products Group, the only class of products that accounted for more than 10
percent of consolidated sales was decorative laminates with sales of
approximately $426 million in 1995, $427 million in 1994 and $388 million in
1993.

Unallocated expenses are corporate expenses and other items not related to the
operations of the segments.  Corporate assets consist of cash and assets
maintained for general corporate purposes.  As of December 30, 1995, the
company's net investment in international operations was $239.4 million.


Note 11  CONTINGENCIES 

The company and certain subsidiaries are involved in litigation and various
legal matters that are being defended and handled in the ordinary course of
business.  Included among these matters are environmental issues for which the
company estimates its range of possible exposure to be $14 million to $37
million as of December 30, 1995.  The company anticipates that any necessary
expenditures would be made over the next 10 years.  As of December 30, 1995,
the company had accruals of $18.0 million for these matters.  The company has
not recorded any significant claims against third parties associated with these
accruals. 

As of December 30, 1995, the company had an accrual of $66.7 million recorded
for the estimated costs of adhesive claims against its Wilsonart subsidiary. 
Also recorded were assets totaling $31.2 million representing future amounts
expected to be reimbursed by its insurer for these claims.

As of December 30, 1995, the company guaranteed indebtedness of Tupperware's
foreign subsidiaries under available lines of credit aggregating $266.4
million.  As of that date, $82.4 million of debt was outstanding under these
lines and is included in "Net assets of discontinued operations" on the
Consolidated Balance Sheet.  It is not practical to estimate the fair value of
these guarantees; however, the company does not expect to incur losses as a
result of these guarantees.  The guarantees are expected to expire in 1996.

None of the company's contingencies is expected to have a material adverse
effect on its financial position, results of operations or any individual
year's cash flow.


Note 12  QUARTERLY SUMMARY (UNAUDITED)

Following is a summary of the unaudited interim results of
operations, the dividends declared per share of common stock and
the price range of the common stock composite for each quarter in
the years ended December 30, 1995, and December 31, 1994.

                          
(In millions, except              First   Second    Third   Fourth
 per share amounts)             quarter  quarter  quarter  quarter
                                -------  -------  -------  -------


Year ended December 30, 1995
Net sales                        $519.6   $539.0   $556.3   $598.5
Cost of products sold             333.1    342.5    353.0    392.3
Income from continuing
  operations                       14.2     17.1     26.0     21.6
Net income                         46.5     67.1     46.8     77.2 
Per common and common
  equivalent share:
    Income from continuing
      operations                   0.22     0.27     0.41     0.34
    Net income                     0.71     1.06     0.74     1.22
Dividends declared 
  per share                        0.20     0.27     0.27     0.27
Composite stock price range:
  High                           46 3/4   53 1/2   54 3/4   52 1/2
  Low                            38 1/2   44       50 3/4   44 1/8
  Close                          44 1/8   51 7/8   50 7/8   50 5/8

Year ended December 31, 1994
Net sales                        $489.7   $500.4   $532.6   $595.6
Cost of products sold             319.0    321.0    341.7    386.4
Income from continuing
  operations                       11.1     14.4     22.1     23.2
Net income                         37.8     56.9     40.9     89.9
Per common and common
  equivalent share:
    Income from continuing
      operations                   0.16     0.22     0.33     0.35
    Net income                     0.56     0.86     0.62     1.35
Dividends declared 
  per share                        0.14     0.20     0.20     0.20
Composite stock price range:
  High                           44 1/8   40 5/16  46 5/8   48
  Low                            35 1/8   33 9/16  36 3/4   40    
  Close                          36       37 5/8   42 1/4   44 3/4


Note 13  SHAREHOLDERS' RIGHTS PLAN 

In 1989, the company adopted a shareholders' rights plan with a duration of 10
years, under which shareholders received a dividend of a right to purchase one-
half of a share of common stock for each right owned.  The rights are
exercisable if 20 percent of the company's common stock is acquired or
threatened to be acquired, and the rights are redeemable by the company if
exercisability has not been triggered.  Under certain circumstances, if 30
percent of the company's shares are acquired, a right entitles the holder to
buy shares of the company equal in value to twice the exercise price of each
right.  Upon acquisition of the company by a third party, a holder could
receive the right to purchase stock in the acquirer.  The foregoing percentage
thresholds may be reduced to not less than 15 percent.

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Premark
International, Inc.: 

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of cash flows and of shareholders' equity
present fairly, in all material respects, the financial position of Premark
International, Inc. and its subsidiaries at December 30, 1995 and December 31,
1994, and the results of their operations and their cash flows for each of the
three years in the period ended December 30, 1995, in conformity with generally
accepted accounting principles.  These financial statements are the
responsibility of Premark International, Inc.'s management; our responsibility
is to express an opinion on these financial statements based on our audits.  We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for the opinion expressed above. 





Price Waterhouse LLP
Chicago, Illinois      
February 23, 1996


<PAGE>      
REPORT OF MANAGEMENT 

The management of Premark is responsible for the preparation of the financial
statements and other information contained in this Annual Report.  The
financial statements were prepared in accordance with generally accepted
accounting principles and include amounts that are based upon management's best
estimates and judgments, as appropriate.  Price Waterhouse LLP has audited
these financial statements and has expressed an independent opinion thereon. 

The company maintains internal control systems, policies and procedures
designed to provide reasonable assurances that assets are safeguarded, that
transactions are executed in accordance with management's authorization and
properly recorded and that accounting records may be relied upon for the
preparation of financial information.  There are inherent limitations in all
internal control systems based on the fact that the cost of such systems should
not exceed the benefits derived.  Management believes that the company's
systems provide the appropriate balance of costs and benefits.  The company
also maintains an internal auditing function that evaluates and reports on the
adequacy and effectiveness of internal accounting controls, policies and
procedures. 

The Audit and Corporate Responsibility Committee of the Board of Directors is
composed entirely of outside directors.  The Committee meets periodically and
independently with management, the internal auditors and Price Waterhouse LLP
to discuss the company's internal accounting controls, auditing and financial
reporting matters.  The internal auditors and Price Waterhouse LLP have
unrestricted access to the Audit and Corporate Responsibility Committee. 

Management recognizes its responsibility for conducting the company's affairs
in a manner that is responsive to the interests of its shareholders and its
employees.  This responsibility is characterized in the Code of Conduct, which
provides that the company will fully comply with laws, rules and regulations of
every country in which it operates and will observe the rules of ethical
business conduct.  Employees of the company are expected and directed to manage
the businesses of the company accordingly.


Warren L. Batts                  Lawrence B. Skatoff
Chairman of the Board            Senior Vice President
and Chief Executive Officer      and Chief Financial Officer