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

     X    Annual Report Pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 

              For the fiscal year ended December 27, 1997  

                                 OR

          Transition Report Pursuant to Section 13 or 15(d) of the 
           Securities Exchange Act of 1934 

          For the Transition period from ____to ____

                  Commission file number 1-9256

                      PREMARK INTERNATIONAL, INC.
           (Exact name of registrant as specified in its charter) 

          Delaware                                      36-3461320

(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)
1717 Deerfield Road, Deerfield, Illinois                60015
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (847) 405-6000
Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class                   Name of Each Exchange
                                           on Which 
Registered
Common Stock, $1.00 par value              New York Stock Exchange
                                           Pacific Stock Exchange

Preferred Stock Purchase Rights            New York Stock Exchange
                                           Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes  X   No  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of Registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  [X]

Aggregate market value of the Registrant's voting and non-voting common 
equity held by non-affiliates, based upon the closing price of Registrant's 
Common Stock on the New York Stock Exchange-Composite Transaction Listing on 
March 4, 1998 ($30.5625 per share): $1,884,641,055.

As of March 4, 1998, 61,971,700 shares of the Common Stock, $1.00 par value, 
of the Registrant were outstanding.

Documents Incorporated by Reference: Portions of the Proxy Statement relating 
to the Annual Meeting of Shareholders to be held May 6, 1998, are 
incorporated by reference into Part III of this Report.

<PAGE>
                              PART I

Item 1. Business

(a) General Development of Business
Premark International, Inc. (the "Registrant") is a multinational commercial 
and consumer products company. The Registrant is a Delaware corporation that 
was organized on August 29, 1986, in connection with the corporate 
reorganization of Kraft, Inc. ("Kraft"). On October 31, 1986, the Registrant 
became a publicly held company through the pro-rata distribution by Kraft to 
its shareholders of all the outstanding shares of common stock of the 
Registrant. On May 31, 1996, the Registrant distributed on a pro-rata basis 
to its shareholders all the stock of Tupperware Corporation ("Tupperware"), a 
direct seller of consumer products. On June 28, 1996, the Registrant sold all 
its stock in Hartco Flooring Company to Triangle Pacific Corp.  The 
Registrant's principal operating subsidiaries are Hobart Corporation 
("Hobart"); Wilsonart International, Inc. ("Wilsonart"); The West Bend 
Company ("West Bend"); Florida Tile Industries, Inc. ("Florida Tile"); and 
Precor Incorporated ("Precor"). Hobart, organized in Delaware in 1989, is a 
successor to a business originally incorporated in 1897. Hobart's predecessor 
was acquired in 1981 by a predecessor of the Registrant. Wilsonart and West 
Bend were organized in Delaware in 1988 as separate corporations owned 
directly by the Registrant, having been acquired as operating divisions by a 
predecessor of the Registrant in 1966 and 1968, respectively. Wilsonart 
changed its name from Ralph Wilson Plastics Company in 1995. Florida Tile, a 
Florida corporation organized in 1954, was acquired in 1990. Precor, a 
Delaware corporation, was organized as a Washington corporation in 1981, and 
was acquired in 1984 by a predecessor of the Registrant.

(b) Financial Information About Industry Segments
For certain financial information concerning the Registrant's business 
segments, see Note 11 ("Segments of the Business") of the Notes to the 
Consolidated Financial Statements of this Report.

(c) Narrative Description of Business
The Registrant conducts its business through its three business segments: the 
Food Equipment Group, the Decorative Products Group and the Consumer Products 
Group. All year-to-year comparisons have been restated to exclude Tupperware. 
A discussion of the three business segments follows. 

FOOD EQUIPMENT GROUP 

Principal Products, Markets and Distribution
The Food Equipment Group (the "Group") is composed primarily of Hobart 
Corporation and other subsidiaries of the Registrant engaged in the design, 
manufacture, distribution and service of commercial equipment for food 
preparation, cooking, baking, warewashing, weighing, wrapping and 
refrigeration. For the fiscal years 1997, 1996 and 1995, sales by the Group 
contributed approximately 53%, 55% and 56%, respectively, of the sales of the 
Registrant's businesses. Revenues from foreign operations constituted 
approximately 42% of the Group's 1997 sales.

     The Group's core products include warewashing equipment; food 
preparation machines, such as mixers, slicers, cutters, meat saws and 
grinders; weighing and wrapping equipment and related systems; baking and 
cooking equipment, such as ovens, ranges, fryers, griddles and broilers; and 
refrigeration equipment. Products are marketed under the trademarks Hobart, 
Stero, Vulcan-Hart, Wolf, Tasselli,  Adamatic, Still, Foster, Inoxyform, 
Ungermann, Baxter, Somat, Wittco, Elettrobar, GBG, Sencotel, Colged and 
Promag. The Hobart brand represents about 72% of the Group's sales.

     Food equipment products are sold to the retail food industry, including 
supermarket chains, independent grocers, delicatessens, convenience and other 
food stores, and to the foodservice industry, including independent 
restaurants, restaurant chains, hospitals, healthcare facilities, 
correctional facilities, schools, bakeries, hotels, resorts and airlines.

     Food equipment products are distributed in more than 100 countries, 
either through company-owned operations or through dealers, agents and 
distributors. The Group is the only major food equipment manufacturer in the 
United States with its own nationwide service network for the markets in 
which it sells, providing not only an important source of income but also an 
important source for developing new sales. The Group also has a substantial 
company-owned service network outside the United States. The Group directly 
services its food machines, warewashers, weigh/wrap equipment and some 
cooking equipment, while authorized independent agents service refrigeration 
units and some cooking equipment. For financial information regarding service 
revenues, see Note 11 ("Segments of the Business") of this Report.

     Major new products introduced by the Group in the United States in 1997 
included a mixer/grinder, the Hobart TurboWash washer, the Hobart FT-900 
warewasher, the FlashBake oven and the Wolf A-30 gourmet range. New products 
through acquisitions include the Baxter line of commercial baking equipment 
in the United States, and Eurotec's line of warewashing equipment in Europe.

Raw Materials and Facilities
The Group uses stainless and carbon steel, aluminum and plastics in the 
manufacture of its products. These materials are readily available from 
several sources, and no difficulties have been experienced with respect to 
their availability. Overall, costs have decreased somewhat, as a result of a 
decrease in prices for stainless steel. In addition to manufacturing certain 
component parts, the Group also purchases many component parts, such as 
electrical and electronic components, castings, hardware, fasteners and 
bearings. Certain manufacturers use tooling provided by the Group for such 
components. 

     The Group owns its headquarters building and a manufacturing complex 
consisting of two plants in Troy, Ohio. The Group operates 10 additional 
manufacturing plants in the United States, in California, Georgia, Kansas, 
Kentucky, Maryland, New Jersey, Ohio, Virginia and Washington; and a total of 
16 manufacturing plants outside the United States, in Brazil, Canada, China, 
France, Germany, Italy, Spain and the United Kingdom. Most of these plants 
are owned. In 1997, two manufacturing plants in Troy, Ohio, and a plant in 
Australia were closed, and plants in Kentucky and China began operations. In 
1997, the Group acquired certain assets and liabilities of Eurocatering SpA, 
a European manufacturer of warewash equipment, including plants in Italy and 
Spain. In 1997, the Group also acquired The Baxter Mfg. Co. Inc., a U.S. 
manufacturer of commercial baking equipment, with a plant in Washington. In 
early 1998, the Group acquired the assets of Somat Corporation, a 
manufacturer of commercial waste systems for the foodservice channel, and the
stock of Wittco Foodservice Equipment, Inc., a manufacturer of food warming,
holding and display cabinets.

Competition
The Group competes in a growing worldwide market that is highly fragmented. 
No single manufacturer competes with respect to all of the Group's products, 
and the degree of competition varies among different customer segments and 
products. In some instances the company faces strong competition from 
manufacturers that specialize in particular products. Because of the 
longevity of the company's products and the premium prices they frequently 
command, the company faces competition from used equipment and lower-priced 
products, especially during periods of weak economic conditions. 

     The commercial food equipment industry is mature, with growth primarily 
a function of new construction and replacement sales to existing locations, 
as well as menu and format changes. The extensiveness of the Group's brand 
acceptance across a broad range of products is deemed by the Registrant to be 
an important competitive advantage. Another important competitive advantage 
is the Group's extensive service network throughout North America and Europe, 
as well as in major markets in the Far East and Latin America. Competition is 
also based on numerous other factors, including product quality, performance 
and reliability, price, labor savings and energy conservation.

Miscellaneous
The Group had approximately $121 million of backlog orders at the end of 1997 
and $128 million at the end of 1996, after restatement of 1996 for foreign 
exchange rate effects. The Group considers such orders to be firm, though 
changes or cancellations of insignificant amounts may occur, and expects that 
the 1997 backlog orders will be filled in 1998. 


DECORATIVE PRODUCTS GROUP 

Principal Products, Markets and Distribution
Wilsonart and Florida Tile make up the Decorative Products Group. The 
Decorative Products Group contributed 33%, 32% and 31% of the sales of the 
Registrant's businesses for the fiscal years 1997, 1996 and 1995, 
respectively.

     Wilsonart designs, manufactures and distributes decorative surfacing 
products. Its primary surfacing product is high pressure decorative laminate, 
which is produced using heated high pressure presses. Decorative laminate 
products, sold principally under the Wilsonart trademark in more than 1,000 
colors, designs and finishes, are used for numerous interior surfacing 
applications, including cabinetry, countertops, vanities, store fixtures, 
flooring and furniture. Approximately 50% of the Wilsonart decorative 
laminate sold is used in residential applications, primarily for surfacing 
kitchen and bathroom countertops and cabinetry. Decorative laminate 
applications in the commercial market include office furniture, retail store 
fixtures, restaurant and hotel furniture, and doors. Wilsonart also 
manufactures specialty-grade laminates, including chemical-resistant, 
wear-resistant and fire-retardant types. Among the specialized applications 
for Wilsonart laminate are those in laboratory work surfaces, jetways and 
naval vessels. In 1997, Wilsonart continued its practice of introducing a 
variety of new laminate designs. For financial information regarding 
decorative laminate revenues, see Note 11 ("Segments of the Business") of this 
Report. 

     In addition to laminate products, Wilsonart sells 1/2 inch thick and 1/8 
inch thick solid surfacing products, panels and sinks. Solid surfacing 
products are used for residential and commercial surfacing applications such 
as tabletops and countertops. The company also sells contact adhesives, 
decorative metal surfacing products, wood and laminate-clad decorative edge 
moldings for countertops and furniture, and threshold transitions for use 
with its flooring products. Virtually all products are sold under the 
Wilsonart trademark. Some products also employ various other trademarks, such 
as Lokweld for adhesives.

     Wilsonart decorative products are sold throughout the United States 
through wholesale building material distributors and directly to original 
equipment manufacturers. Laminate flooring is sold through approximately 
10,000 independent floor covering distributors and dealers. The company sells 
products outside the United States through independent distributorships and 
foreign subsidiaries. Products are sold in over 80 countries, in North 
America, most of Europe, Central and South America, much of East Asia, and in 
Mexico, Australia and New Zealand.

     Florida Tile manufactures glazed ceramic wall and floor tile products in 
a wide variety of sizes, shapes, colors and finishes that are suitable for 
residential and commercial uses. Florida Tile also manufactures unglazed 
porcelain mosaic tile, which is used primarily for commercial applications. 
Tile products are marketed under the Florida Tile trademark through 
company-owned and independent distributors. Florida Tile also manufactures 
private label products for others. Exports comprise a small portion of 
Florida Tile's sales. Florida Tile also imports tile products to supplement 
its line of manufactured products. 

Raw Materials and Facilities
The manufacture of decorative laminates requires various raw materials, 
including kraft and decorative papers, overlays, and melamine and phenolic 
resins. Each of these items is available from a limited number of 
manufacturers, but Wilsonart has not experienced difficulties in obtaining 
sufficient quantities. Overall costs of raw materials were generally the same 
as in the prior year. Costs of some paper decreased, and costs of some resins 
increased, reflecting market conditions. The principal raw materials used in 
Florida Tile products are clay, talc, stains and frit (ground glass), all of 
which are available to Florida Tile in sufficient quantities. Costs of 
Florida Tile's raw materials have been relatively stable. 

      Wilsonart owns and operates three laminate manufacturing facilities in 
Texas and North Carolina, and recently completed a finishing plant in China. 
At the end of the 1997 calendar year, the Registrant acquired the Resopal and 
Arborite decorative laminate businesses from Forbo Holding AG, including 
plants in Germany and Canada. 

     Wilsonart has the largest decorative laminate production capacity in 
North America and one of the largest capacities in the world. Adhesives are 
produced at two plants located in Texas and Louisiana. The high pressure 
laminate flooring product and the company's solid surfacing sinks are 
manufactured in facilities in Texas. Other solid surfacing products are 
purchased under a supply agreement. The company believes the source of supply 
is reliable. Wilsonart has 16 regional distribution centers that are 
geographically dispersed throughout North America. These facilities can 
deliver stock items within 24 hours. Non-stock items can be produced and 
delivered within seven working days. Wilsonart also has six warehouses in 
Europe and Asia. 

     Florida Tile manufactures products in three owned manufacturing plants 
located in Florida, Georgia and Kentucky. In 1997, Florida Tile installed a 
manufacturing line for unglazed porcelain mosaic tile in its Florida plant. 
Most of Florida Tile's products are distributed through a single facility in 
Kentucky to company-owned and independent distribution outlets.

Competition
Wilsonart products are sold in highly competitive markets throughout the 
world. The company's laminate and solid surfacing products compete with a 
broad variety of surfacing and flooring materials. Wilsonart estimates that 
it has over 50% of U.S. sales of high pressure decorative laminates and about 
20% of U.S. sales of laminate flooring. Laminate flooring has been a growing 
market segment, although it still represents a small proportion of all 
laminate applications and of flooring products. While Wilsonart's sales of 
solid surfacing products have increased, Wilsonart estimates that its major 
competitor still accounts for about 75% of total sales of solid surfacing 
products. Wilsonart has a relatively small portion of U.S. adhesives sales. 
Wilsonart successfully competes with other companies by providing fast 
product delivery; offering a broad choice of colors, designs and finishes; 
and emphasizing design, quality, customer service and product development. 

     Florida Tile competes with a number of other domestic and foreign tile 
manufacturers, as well as sellers of marble, stone, cast products, carpeting, 
resilient flooring and other types of wall and floor covering materials, in a 
highly fragmented market. The Registrant believes Florida Tile is the second 
largest U.S. ceramic tile manufacturer, with sales substantially lower than 
the largest U.S. tile manufacturer. Foreign-manufactured products account for 
approximately 55% of ceramic tile sales in the United States. The United 
States represents only about 6% of the worldwide market for ceramic tile. 
Important competitive factors in Florida Tile's business include price, 
style, quality, breadth of product line and service. 

Miscellaneous
The Decorative Products Group maintains a continuing program of product 
development. Its efforts focus on product design, quality, performance and 
durability, product enhancement, and product applications, as well as on 
manufacturing processes. Development of component materials for laminate, 
solid surfacing and ceramic tile products is generally performed by the 
companies providing those materials.

     The Group's products are sold for new construction and remodeling, in 
both the residential and commercial markets. As a consequence, the Group's 
sales are affected by the seasonality of the new construction and remodeling 
industries and prevailing interest rates.


CONSUMER PRODUCTS GROUP 

Principal Products, Markets and Distribution
The Consumer Products Group consists of West Bend and Precor. It contributed 
14%, 13% and 13% of the sales of the Registrant's business for the fiscal 
years 1997, 1996 and 1995, respectively.

     West Bend designs, manufactures and sells small electric appliances, 
such as bread makers, electric skillets, slow cookers, woks, corn poppers, 
beverage makers, mixers and electronic timers, under the West Bend trademark. 
West Bend also manufactures and sells high-quality stainless steel cookware, 
and a line of household water distillers. During 1997, West Bend continued to 
expand its product lines and introduced a countertop water distiller, a line 
of Crockery slow cookers, and product extensions of its principal lines. 
Precor manufactures aerobic physical fitness equipment, such as treadmills, 
elliptical crosstrainers, low-impact climbers and exercise cycles, all of 
which are marketed under the Precor trademark. In 1997, Precor introduced a 
stretch training device and a home version of its commercial elliptical 
crosstrainer.

     West Bend small appliances are sold primarily in the United States and 
Canada, directly to mass merchandisers, department stores, hardware stores, 
warehouse clubs and catalog showrooms. West Bend's stainless steel cookware 
and household water distillers are sold to consumers by independent 
distributors through dinner parties and by other direct sales methods. 
Cookware is sold in about 20 countries, under 34 brand names. Precor 
equipment for home use is sold primarily through specialty fitness equipment 
retail stores. Precor commercial equipment is sold through specialty fitness 
dealers and directly to major fitness clubs. A portion of Precor products is 
sold outside the United States, in Asia, Europe, Latin America and the Middle 
East. Those products are sold primarily through independent distributors. 
Precor's revenue is split approximately equally between sales of products for 
club use and those for home use.

Raw Materials and Facilities
West Bend uses aluminum, stainless steel, plastic resins and other materials 
in the manufacture of its products. Precor uses carbon steel, stainless 
steel, aluminum, electronic components and other materials in the manufacture 
of its products. Generally, neither West Bend nor Precor has experienced any 
significant difficulties in obtaining any of these raw materials or products. 
The cost of aluminum has declined somewhat, while other raw material costs 
have remained flat. West Bend owns and operates two manufacturing plants in 
Wisconsin and Mexico. Precor maintains three leased plants in the state of 
Washington.

Competition
Products sold by West Bend and Precor compete with products sold by numerous 
other companies of varying sizes in highly competitive markets. The small 
appliance business is a mature industry, with growth dependent in large 
measure on developing new products, entering new product categories and 
satisfying the needs of large mass merchandisers. Low-priced imports remain a 
factor in the business. Many product life cycles in the household fitness 
business are relatively short, creating a continuing need for product 
development. Important competitive factors in this segment include price, 
customer service, development of new products and product features, quality, 
name recognition, innovative design, product performance, just-in-time 
delivery and warranties. 

Miscellaneous
The small appliance industry is dependent on gift-giving for a substantial 
portion of its sales. West Bend's housewares sales in the fourth quarter 
typically are significantly higher due to the gift-giving season. Precor's 
business for home products is significantly higher in the first and fourth 
quarters, when winter weather forces more people to exercise indoors. The 
Consumer Products Group is dependent on two customers for approximately 
one-third of its revenues.

OTHER INFORMATION RELATING TO THE BUSINESS 
Trademarks and Patents  
The Registrant considers trademarks and patents to be of importance to its 
businesses. The Registrant's trademarks are among the leading brand names for 
many of its product lines. Its businesses have followed the practice of 
applying for patents with respect to most of the significant patentable 
developments, and now own a number of patents relating to their products. In 
certain cases the Registrant has elected common law trade secret protection in 
lieu of obtaining patent protection. In addition, the Registrant's businesses 
have licenses under patents owned by others. No business is dependent to any 
material extent upon any single patent or trade secret or group of patents or 
trade secrets. 

Research and Development  
For fiscal years ended 1997, 1996 and 1995, the Registrant spent approximately 
$46 million, $39 million and $38 million, respectively, on research and 
development activities. 

Environmental Laws  
Compliance by the Registrant's businesses with federal, state and local 
environmental protection laws has not in the past had, and is not expected to 
have in the future, a material effect upon its capital expenditures, 
liquidity, earnings or competitive position. The Registrant expects to expend 
less than $400,000 through 1999 on capital expenditures related to 
environmental facilities. In 1997, the Registrant had approximately 
$200,000 of capital expenditures for environmental facilities, and 
approximately $900,000 of remedial expenditures for environmental sites. See 
Item 3 for a further discussion of environmental matters. 

Employees  
The Registrant and its subsidiaries employ approximately 17,200 people. 
Approximately 23% of the Registrant's employees are affiliated with 
one of the several unions with which the Registrant's subsidiaries have 
collective bargaining agreements. In 1997, about 120 employees at one of 
Florida Tile's three manufacturing plants joined a union. In recent years 
there has been no major effort to organize additional persons working for the 
Registrant's businesses, and there have been no significant work stoppages. 
The Registrant considers its relations with its employees to be good. 

Properties  
The principal executive offices of the Registrant are located in Illinois and 
are leased. Most of the principal properties of the Registrant and its 
subsidiaries are owned, and none of the owned principal properties is 
subject to any encumbrance material to the consolidated operations of the 
Registrant. The Registrant considers the condition and extent of utilization 
of the plants, warehouses and other properties in its respective businesses 
to be generally good, and the capacity of its plants and warehouses generally 
to be adequate for the needs of its businesses. 

Miscellaneous  
Except as disclosed above in the narrative descriptions of the Registrant's 
business segments, none of the Registrant's businesses is seasonal, has 
working capital practices or backlog conditions material to an understanding 
of its businesses, is dependent on a small number of customers, or is subject 
to renegotiation of profits or termination of contracts or subcontracts at the 
election of the federal government. Since the Registrant has substantial sales 
outside the United States, changes in currency exchange rates can affect the 
business.

(d) Financial Information about Foreign and Domestic Operations and Export 
Sales
For information concerning foreign and domestic operations and export sales, 
see Note 8 ("Income Taxes") and Note 11 ("Segments of the Business") of this 
Report. For information concerning Registrant's discontinued Tupperware 
operation, see Note 2 ("Distribution of Tupperware to Shareholders") of this 
Report.

Executive Officers of the Registrant  
Following is a list of the names and ages of all the Executive Officers of 
the Registrant, indicating all positions and offices with the Registrant held
by each such person, and each such person's principal occupations or
employment during the past five years. Each such person has been elected to
serve until the next annual election of officers of the Registrant, which is
expected to occur on May 6, 1998. 

Name and Age                  Positions and Offices Held and Principal 
                              Occupations or Employment During 
                              Past Five Years 
James M. Ringler (52)         Chairman of the Board, Chief Executive Officer 
                              and President since October 1997, 
                              after having served as Chief Executive Officer
                              and President since May 1996. Prior thereto,
                              Mr. Ringler was President and Chief Operating
                              Officer.
Joseph W. Deering (57)        Group Vice President of Premark and President of
                              Premark's Food Equipment Group.
Thomas W. Kieckhafer (59)     Corporate Vice President and President of The
                              West Bend Company.
William R. Reeb (50)          Corporate Vice President since November 1994, 
                              and President and Chief Operating Officer of 
                              Wilsonart since August 1993. Prior thereto, 
                              Mr. Reeb served as Vice President, Marketing, 
                              for the Decorative Products Group and Executive
                              Vice President for Wilsonart.
John M. Costigan (55)         Senior Vice President, General Counsel and
                              Secretary.
Lawrence B. Skatoff (58)      Senior Vice President and Chief Financial 
                              Officer. 
Raymond Barbosa (43)          Vice President, Taxes and Tax Counsel since May
                              1996, prior to which Mr. Barbosa was Tax
                              Counsel.
L. John Fletcher (54)         Vice President, Assistant General Counsel 
                              and Assistant Secretary since May 1996, prior to
                              which Mr. Fletcher was Vice President and
                              Assistant General Counsel. 
Isabelle C. Goossen (46)      Vice President and Treasurer since August 1996,
                              after having served as Vice President, Financial
                              Relations since January 1996, Vice President,
                              Planning since June 1994, and Director of
                              Financial Relations prior thereto.
Robert W. Hoaglund (59)       Vice President and Controller since January
                              1996. Prior thereto, Mr. Hoaglund was 
                              Vice President, Control & Information Systems.
Anthony C. Scolaro (49)       Vice President, Planning and Business
                              Development since January 1996. Mr. Scolaro 
                              was Corporate Development Vice President at 
                              Ecolab, Inc., from 1994 to 1996 and was
                              Assistant to the President at Rykoff-Sexton,
                              Inc., prior thereto.

Item 2. Properties
For information concerning material properties of the Registrant and its 
subsidiaries, see the information in Section (c) ("Narrative Description of 
Business") of Item 1 above, particularly the information in the paragraph 
titled "Properties" under the caption "Other Information Relating To The 
Business."
 
Item 3. Legal Proceedings
The Registrant and its subsidiaries have pending against them a number of 
legal and administrative proceedings. Among such proceedings are those 
involving the discharge of materials into or otherwise relating to the 
protection of the environment. Certain of such proceedings involve federal 
environmental laws such as the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980, as well as state and local laws. The 
Registrant establishes reserves with respect to certain of such matters. 
Because of the involvement of other parties and the uncertainty of potential 
environmental impacts, the eventual outcomes of such actions and the cost and 
timing of expenditures cannot be estimated with certainty. It is not expected 
that the outcome of such proceedings, either individually or in the 
aggregate, will have a materially adverse effect upon the Registrant's 
consolidated financial position or operations. 

Item 4. Submission of Matters to a Vote of Security Holders
None. 

                             PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Stock price information is set forth in Note 13 ("Quarterly Summary 
(unaudited)") of this Report. Other matters are set forth in Note 14 
("Shareholders' Rights Plan") of this Report. As of March 4, 1998, the 
Registrant had 19,408 shareholders of record. 

Item 6.  Selected Financial Data

The information under the caption "Selected Financial Data" appears on pages
36 to 39 of this Report.

Item 7.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations

In November 1995, the company's Board of Directors authorized management to
proceed with a plan to establish Tupperware Corporation ("Tupperware") as an
independent company through a stock distribution  ("Distribution") to
Premark's shareholders. The Distribution was effected on May 31, 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 41 to 58
of this Report. 

RESULTS OF OPERATIONS

Net Sales and Income from Continuing Operations
Sales increased by 6% to a record $2.4 billion in 1997, from $2.3 billion in
1996, reflecting increases at Wilsonart, the Food Equipment Group, Precor and
West Bend. These increases were partially offset by a decline at Florida Tile
and the absence of sales at Hartco Flooring, which was sold in the second
quarter of 1996. In 1996, sales increased by 2% over 1995, reflecting
improvements at Wilsonart, Precor, the non-European operations of the Food
Equipment Group and Florida Tile. The growth in 1996 was somewhat offset by
declines at West Bend and the Food Equipment Group's European sector and the
absence of sales in the second half of 1996 at Hartco Flooring. Income from
continuing operations rose 83% to $103.8 million in 1997, from $56.7 million
in 1996, due in part to the loss on the sale of Hartco. Excluding that loss,
income from operations would have increased nearly 9% from $95.4 million, as a
result of a significant improvement at Wilsonart and Precor, coupled with
lower net interest and corporate staff expenses. Partially offsetting these
improvements were a provision for global restructuring at the Food Equipment
Group, a loss at Florida Tile and a significant decline in profitability at
West Bend. In 1996, income from continuing operations declined 28% from $78.9
million in 1995, due to the loss on the sale of Hartco. Excluding that loss,
income from operations would have increased 21% over 1995, as a result of a
significant improvement at Wilsonart and Precor, coupled with lower net
interest and corporate staff expenses. For both 1997 and 1996, 24% of net
sales was foreign based, while 2% and 9% of segment profit, respectively, were
generated by the foreign operations.

Costs and Expenses
The cost of products sold in relation to sales was 63.4%, 63.7% and 64.2% in
1997, 1996 and 1995, respectively. The improved ratio in 1997 compared with
1996 was the result of lower manufacturing costs at Wilsonart and a favorable
product mix at Precor. These factors were somewhat offset by manufacturing
inefficiencies at the Food Equipment Group's domestic operations as production
was being shifted between plants, as well as a provision to realign operations
in Europe and close a plant in Australia. In addition, lower production levels
at Florida Tile and lower pricing at West Bend hurt the comparison. Delivery,
sales and administrative expenses as a percentage of sales were 29.3%, 29.1%
and 29.3% in 1997, 1996 and 1995, respectively.

Tax Rate
The effective tax rates for 1997, 1996 and 1995 were 40.6%, 49.8% and 34.4%,
respectively. The 1996 rate reflects the company's potential inability to
realize the full tax benefit associated with the loss on the sale of Hartco.
Excluding the Hartco loss, the 1996 effective rate was 38.9%. The increase in
the 1997 rate from 38.9% represents the inability to realize fully the tax
benefit of the charge associated with the global restructuring of the Food
Equipment Group. The increase in 1996 over 1995 reflects the inability to
realize the tax benefit of losses in certain foreign countries.

Net deferred tax assets, net of valuation allowances, were $95.1 million at
December 27, 1997, an increase of $5.0 million from net deferred tax assets of
$90.1 million in 1996. The valuation allowance is recorded primarily as
reserves for foreign operating losses and domestic capital loss carryforwards. 

Net Interest Expense
Interest expense, net of interest income, was $4.9 million in 1997, $9.3
million in 1996 and $24.6 million in 1995. For part of 1996 and all of 1995,
net interest expense reflects interest accrued and earned on all of Premark's
borrowings and invested cash, excluding amounts that were owed or held by
Tupperware. In 1996, debt levels fell significantly as a result of the special
dividend paid to Premark by Tupperware on May 24, 1996, as well as cash
received from the sale of Hartco. The decline in net interest expense in 1997
over 1996 represents a full year of lower debt levels. Similarly, the decline
in 1996 from 1995 reflects these lower debt levels in the latter half of the
year.


SEGMENTS

FOOD EQUIPMENT GROUP

Sales and Segment Profit 1997 versus 1996
The Food Equipment Group's 1997 sales of $1.286 billion rose nearly 4% from
1996 sales of $1.238 billion. Growth occurred in all sectors, aided by the
acquisitions of certain assets and liabilities in Europe of Eurocatering SpA,
now being operated under the name Eurotec, and The Baxter Mfg. Co. Inc., in
the United States. The increase was partially offset by the unfavorable impact
of foreign exchange. Segment profit, however, fell 8% to $71.9 million in 1997
from $77.9 million in 1996, as a result of a $14.5 million charge in the
fourth quarter related to restructuring of the international operations. For
1997 and 1996, respectively, the Food Equipment Group accounted for 53% and
55% of sales, and 38% and 56% of segment profit. 

Regional Results
Sales in the United States rose by 3% in 1997 to $748 million, reflecting the
acquisition of Baxter in the fourth quarter, as well as increased foodservice
and service revenues. Segment profit increased 4% to $66.1 million in 1997
from $63.8 million in 1996, as higher sales were somewhat offset by
manufacturing inefficiencies, lower production volume and spending on future
products and technologies. Included in last year's results was a $3.3 million
provision to close two operating plants.

European sales rose by $15.8 million in 1997 to $430.1 million, a 4%
improvement from 1996. Excluding the impact of foreign exchange, sales rose
13%, reflecting the acquisition of Eurotec, as well as improvements in most
countries. Segment profit decreased by 57% to $2.7 million from $6.2 million
in 1996, reflecting a $13.7 million provision for restructuring in the fourth
quarter. Absent that provision, segment profit rose $10.2 million on
improvements in most countries.

Sales by the group's other international operations were $107.9 million, an
increase of 12% from $96.0 million in 1996. Higher volumes in Hong Kong,
Mexico and Brazil, coupled with expansion into new markets, more than offset
unfavorable foreign exchange rates. Segment profit declined, however, by 62%
to $3.0 million from $7.9 million in 1996, due to a $2.0 million provision to
close the Australian plant, inventory adjustments in Australia and Brazil, and
a $0.8 million provision for restructuring in South America.

1996 versus 1995
Sales by the Food Equipment Group of $1.2 billion were even with 1995 sales.
Growth in international operations other than Europe and slightly higher
domestic sales were offset by declines in most European countries, as well as
by the unfavorable impact of foreign exchange. Segment profit fell 15% to
$77.9 million from $91.9 million in 1995 as a result of higher domestic
operating costs and lower European results. 

DECORATIVE PRODUCTS GROUP

Sales and Segment Profit 1997 versus 1996
The Decorative Products Group's 1997 sales of $790.2 million were 8% above
1996 sales of $730.4 million. Excluding Hartco, which was sold in mid-year
1996, sales of the continuing businesses grew 15%. Segment profit of $82.4
million in 1997 increased substantially from $28.5 million in 1996, as a
result of the $43.1 million pretax loss in 1996 on the sale of Hartco.
Excluding that loss, segment profit would have increased 15% from $71.6
million. For 1997 and 1996, respectively, the Decorative Products Group
accounted for 33% and 32% of sales and 43% and 21% of segment profit. 

Wilsonart's sales in 1997 rose 20% over 1996, reflecting higher volume in its
domestic and international laminate, flooring and solid surfacing product
lines, as well as improved pricing. Wilsonart had a significant increase in
segment profit on higher volume and favorable margins, despite marketing and
distribution expenses associated with the higher volume as well as expansion
overseas.

Florida Tile's sales declined 4% from 1996. Overcapacity issues in the
industry, the impact of imports due to the continuing strength of the dollar
and competitive pricing pressures all contributed to the decline. The decline
in sales, as well as lower production levels, resulted in a segment loss,
versus a segment profit in 1996. 

1996 versus 1995
The Decorative Products Group had 1996 sales of $730.4 million, 6% above 1995
sales of $686.6 million. Excluding Hartco, sales of the continuing businesses
grew 12%, with growth at both Wilsonart and Florida Tile. Segment profit
declined 43% to $28.5 million in 1996 from $50.4 million in 1995, as a result
of the pretax loss on the sale of Hartco. Excluding that loss, segment profit
would have been $71.6 million, an increase of 42%, with significant increases
at both Wilsonart and Florida Tile. 

CONSUMER PRODUCTS GROUP

Sales and Segment Profit 1997 versus 1996
Sales of the Consumer Products Group in 1997 were $330.6 million compared with
$298.8 million in 1996, primarily reflecting a significant increase in volume
at Precor. Segment profit in 1997 increased by 11% to $36.3 million from $32.6
million in 1996, due to the higher sales volume at Precor, which more than
offset lower results at West Bend. For 1997 and 1996, respectively, the
Consumer Products Group accounted for 14% and 13% of sales, and 19% and 23% of
segment profit. 

West Bend sales grew 1% from 1996 as higher volume at its housewares division
was offset by competitive pricing on bread makers, as well as a significant
decrease in direct-to-the-home cookware volume. Segment profit fell
substantially from 1996 reflecting lower pricing.

Precor sales for 1997 rose 39% over last year. Increases in both the
commercial and retail markets in the United States, driven by the success of
the elliptical crosstrainer product, as well as stronger international
results, led the growth. The higher sales volume and improved margins led to a
record segment profit.

1996 versus 1995
Consumer Products Group sales of $298.8 million in 1996 rose 3% from 1995
sales of $289.0 million. West Bend's sales fell 5% from 1995 as a substantial
increase in direct-to-the-home cookware was offset by a soft retail
environment and competitive pricing on bread makers. Precor sales rose 37%
over 1995 with increases in both the home and club segments, as well as the
introduction of a new product. Segment profit increased by 29% to $32.6
million in 1996 from $25.3 million in 1995 due to the absence of 1995's $8
million charge for a bread maker recall by West Bend and higher sales volume
at Precor. 

FINANCIAL CONDITION

Liquidity and Capital Resources
In April 1997, the company acquired certain assets and liabilities of Eurotec
for approximately $20 million in cash and the assumption of $17 million of
debt. As of the end of 1997, this debt had been repaid. In September 1997, the
company acquired the stock of Baxter for $50.3 million in cash. Subsequent to
fiscal year end, the company completed the acquisition of the stock of the
Resopal and Arborite decorative laminate businesses from Forbo Holdings AG for
approximately $13 million, subject to final balance sheet adjustments. In
addition, the company purchased the assets of Somat Corporation for $3.4
million and the stock of Wittco Foodservice Equipment, Inc., for $5.7 million.
Funds used to purchase these companies came from available cash.

In 1996, under the Distribution Agreement, Premark received a special dividend
of $284.9 million, which was used to reduce substantially the company's
outstanding debt. In addition, in June the company completed the sale of its
Hartco subsidiary for $35.8 million cash and assumption of debt.

The total debt-to-capital ratio at the end of 1997 was 12.3%, compared with
12.0% at the end of 1996. The slightly higher ratio compared with last year
reflects an increase in foreign short-term debt. As of December 27, 1997,
unused lines of credit were approximately $438.2 million, including $250
million under a revolving credit agreement that expires in October 2002.
Future cash flows, lines of credit and other short-term financing are expected
to be adequate to fund operating and investing activities.

Working capital was $532.1 million at the end of 1997, compared with $594.4
million and $276.6 million at the end of 1996 and 1995, respectively. The
current ratio was 2.0-to-1 at the end of 1997, compared with 2.3-to-1 and
1.5-to-1 at the end of 1996 and 1995, respectively. The major differences in
the components of working capital in 1997 versus 1996 were lower cash and cash
equivalents, as well as short-term investments, reflecting funds used to
purchase Eurotec and Baxter. In addition, accounts receivable, inventories and
accounts payable increased over 1996, reflecting higher sales, inclusion of
recent acquisitions and further international expansion by the Food Equipment
Group and Wilsonart. The primary components of the increase in working capital
in 1996 compared with 1995 were higher cash and cash equivalents, as well as
short-term investments, along with significantly lower short-term borrowings,
both as a result of the cash received in connection with the spin-off of
Tupperware and the sale of Hartco. 

Operating Activities
Cash provided by operating activities was $165.9 million in 1997, compared
with $162.4 million in 1996 and $53.4 million in 1995. The 1997 increase was
due to higher net income and higher accounts payable, as well as the use of
cash in 1996 for payment of expenses related to the spin-off of Tupperware.
Mostly offsetting this increase were higher uses of cash for accounts
receivable and inventory, mainly reflecting the growth of the businesses. The
1996 increase versus 1995 was the result of the timing of payments for raw
material and sourced product, along with a much smaller increase in deferred
income taxes. 

Investing Activities
For 1997, 1996 and 1995, respectively, capital expenditures amounted to $81.4
million, $84.1 million and $85.7 million. The slight decrease in 1997 compared
with 1996 reflects lower spending at the Food Equipment Group and Florida Tile
partially offset by an increase in spending at Wilsonart. The most important
factor in the 1996 decrease from 1995 was lower spending at Wilsonart for
laminate flooring plant equipment, partially offset by additions at Florida
Tile and West Bend. Capital expenditures are expected to be in the $85 million
range in 1998. 

Dividends
Dividends declared per common share were 35 cents in 1997, 73 cents in 1996
and $1.01 in 1995. Quarterly dividends increased to 9 cents and 30 cents in
the second quarters of 1997 and 1996, respectively. The quarterly dividend was
adjusted to 8 cents in the third quarter of 1996 as a result of the spin-off
of Tupperware. 

Share Repurchases
In August 1996, the company announced the authorization by its Board of
Directors for the repurchase of 6 million of its shares of common stock, with
volume and timing to depend on market conditions. Purchases will be made in
the open market or through other transactions and will be financed through
available cash, cash flow from operations or issuance of additional debt.
Under this plan, through December 27, 1997, and March 4, 1998, respectively,
the company has repurchased 2,130,000 shares and 2,235,000 shares at an
average price of $26 and $27, respectively. The company's previous stock
repurchase plan, announced in August 1995, was terminated prior to June 1996.
Under that plan, the company had repurchased 588,000 shares before the
Distribution at an average cost of $51 per share. 

The company's other previous stock repurchase plan was announced in May 1993
and was completed in March 1995. Under that plan, the company repurchased a
total of 6 million of its shares of common stock at an average cost of $41 per
share. 

New Accounting Standards
In 1997, the company adopted Statement of Financial Accounting Standards No.
128, "Earnings per Share." This statement requires companies to present two
earnings per share ("EPS") amounts. Basic EPS is calculated based upon income
available to common shareholders and the weighted average number of shares
outstanding during the reported period. Diluted EPS includes the additional
dilution from common stock equivalents such as stock options outstanding. The
company also adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," in 1997. This statement requires companies
to include a statement of comprehensive income in their full set of financial
reports. The company also adopted Statement of Financial Accounting Standards
No. 132, "Employers' Disclosures about Pensions and Other Postretirement
Benefits," in 1997. This statement standardizes the disclosure requirements
for pensions and other postretirement benefits. Prior year information has
been restated to conform with the requirements of these new standards.

The company will be required to adopt Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information," at the end of 1998. This statement requires that companies
report certain information about operating segments on a basis that is
consistent with the organizational units the company has established for
internal performance evaluation purposes. It also requires that companies
report certain information about their products and services, the geographic
areas in which they operate and their major customers. The company is
currently assessing the impact of this statement on the information it
discloses.

Year 2000
The company is preparing for the ramifications that the "Year 2000" issue
could have on its computer systems and applications. The Year 2000 problem is
being confronted by companies worldwide. It is the result of computer programs
being written using two digits to define the applicable year rather than three
or four digits. Any programs that have time-sensitive software may interpret a
date designated as "00" as the year 1900 rather than the year 2000. This could
result in miscalculations, disruptions of operations or a major system
failure. The problem can affect a wide range of automated information systems,
such as mainframe applications, personal computers and communication systems.

The company has determined it will need to modify or replace certain existing
software or convert to new software in order to achieve Year 2000 compliance.
The company presently believes that, as a result of such actions, the Year
2000 problem will not pose significant operational problems for its computer
systems. If such modifications and conversions are not made, however, or are
not completed in a timely fashion, the Year 2000 problem could have a material
impact on the company's operation.

As part of its compliance efforts, the company has begun to initiate formal
communications with significant suppliers and customers to determine the
extent to which the company's systems and operations are vulnerable to those
third parties' failure to remediate their Year 2000 problems. There can be no
guarantee, however, that the systems of these other companies will be
converted in a timely fashion and would not have an adverse effect on the
company. 

The company is using both internal and external resources to identify and test
the systems for Year 2000 compliance, and to reprogram or replace them where
necessary. It is presently anticipated that such efforts will be completed by
mid-1999. The company expects to spend approximately $14.5 million in 1998 and
1999 to modify its systems. These costs will be expensed as incurred. The
amount expensed in 1997 was immaterial.

The costs of the compliance effort and the date by which the company believes
it will complete the Year 2000 modifications are based upon management's best
estimates. There can be no guarantee that these estimates will be achieved,
however, and actual results could differ materially from those anticipated.

Impact of Inflation
Inflation as measured by the Consumer Price Index has continued at a low level
in the United States. The company did not experience any significant cost
increases during 1997 or 1996. 


Item 8.  Financial Statements and Supplementary Data

     (a)  The required information is included in Item 14(a)(1) and (2) of
this Report.


Item 9.  Changes in and Disagreements with Accountants on 
         Accounting and Financial Disclosure

None.


Item 10.  Directors and Executive Officers of the Registrant

Information regarding the Directors of the Registrant is set forth under the
sub-caption "Board of Directors" appearing under the caption "Election of
Directors" in the Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 6, 1998, and is incorporated by reference into
this Report. Information regarding the Executive Officers of the Registrant is
included in Part I hereof under the caption "Executive Officers of the
Registrant," in reliance upon General Instruction G to Form 10-K and
Instruction 3 to Item 401(b) of Regulation S-K. 


Item 11.  Executive Compensation

Information regarding this item is set forth under the caption "Compensation
of Directors" in the Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 6, 1998, and is incorporated by reference into
this Report. The information relating to executive officers' compensation
under the headings "Summary Compensation Table," "Stock Options," "Aggregated
Option Exercises in Last Fiscal Year and FY-End Option Values," "Long-Term
Incentive Plan Awards" and "Pension Plans" of such Proxy Statement is
incorporated by reference into this Report. 


Item 12.  Security Ownership of Certain Beneficial Owners and Management

Information regarding this item is set forth under the captions "Security
Ownership of Certain Beneficial Owners" and "Security Ownership of Management"
in the Proxy Statement relating to the Annual Meeting of Shareholders to be
held on May 6, 1998, and is incorporated by reference into this Report. 


Item 13. Certain Relationships and Related Transactions

None.


Item 14.  Exhibits, Financial Statement Schedules and Reports 
          On Form 8-K

(a)(1) and (a)(2) 
Information regarding this requirement is set forth in the Financial Table of
Contents on page 35 of this Report under the heading "Financial Statements"
and in Exhibit 99.1.

(a)(3) List of Exhibits: (numbered in accordance with Item 601 
of Regulation S-K)   

Exhibit
Number      Description

  3.1       Restated Certificate of Incorporation, as restated effective
            October 31, 1986

 *3.2       Amended By-Laws (Exhibit 3.2 to the Registrant's Annual Report 
            on Form 10-K for the year ended December 28, 1996)

 *4.1       Rights Agreement and Exhibits dated November 6, 1996 (Exhibit 1 
            to the Registrant's Current Report on Form 8-K dated November 22,
            1996)

 *4.2       Form of Indenture (Revised) in connection with the Registrant's
            Form S-3 Registration Statement No. 33-35137 (Exhibit 4.2 to the
            Registrant's Annual Report on Form 10-K for the year ended
            December 28, 1996) 

 10.1       $250,000,000 Credit Agreement amended as of October 3, 1997 
            Compensatory Plans or Arrangements [10.2-10.6]

*10.2       Premark International, Inc. 1994 Incentive Plan (Exhibit 4.1 to
            the Registrant's Form S-8 Registration Statement No. 33-53561
            dated May 4, 1994)

 10.3       Premark International, Inc. Supplemental Plan (as amended and
            restated effective April 1, 1997)

*10.4       Premark International, Inc. Change of Control Policy, as amended
            in 1996 (Exhibit 10.7 to the Registrant's Annual Report on Form
            10-K for the year ended December 28, 1996) 

*10.5       Form of Employment Agreement entered into between the Registrant
            and certain executive officers (Exhibit 5 to the Registrant's
            Current Report on Form 8-K dated November 22, 1996) 

*10.6       Premark International, Inc. Director Stock Plan, as amended in
            1993 (Exhibit 10O to the Registrant's Annual Report on Form 10-K
            for the year ended December 25, 1993)

 21         Subsidiaries of the Registrant as of March 4, 1998

 23         Manually signed Consents of Independent Auditors to the
            incorporation of their reports by reference into the prospectuses
            contained in specified registration statements on Form S-8 and
            Form S-3 

 24         Powers of Attorney

 27         Financial Data Schedule

 99.1       Report of Predecessor Auditors

*Document has heretofore been filed with the Commission and is incorporated 
 by reference and made a part of this Report. 

The Registrant agrees to furnish, upon request of the Commission, a copy of
all constituent instruments defining the rights of holders of long-term debt
of the Registrant and its consolidated subsidiaries. 

(b) Reports on Form 8-K
During the quarter ended December 27, 1997, the Registrant filed no Current
Report on Form 8-K. 


SIGNATURES 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized. 

Premark International, Inc. 
(Registrant)

By /s/ JAMES M. RINGLER
James M. Ringler
Chairman of the Board, Chief Executive Officer and President 

March 4, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated. 

Signature               Title

JAMES M. RINGLER        Chairman of the Board, Chief Executive Officer and
James M. Ringler        President (Principal Executive Officer)

LAWRENCE B. SKATOFF     Senior Vice President and Chief Financial 
Lawrence B. Skatoff     Officer (Principal Financial Officer)

ROBERT W. HOAGLUND      Vice President and Controller (Principal Accounting
Robert W. Hoaglund      Officer)

Harry W. Bowman*        Director

Dr. Ruth M. Davis*      Director

Lloyd C. Elam, M.D.*    Director

W. James Farrell*       Director

Richard S. Friedland*   Director

John B. McKinnon*       Director

David R. Parker*        Director

Janice D. Stoney*       Director

                        *By /s/ JOHN M. COSTIGAN
                         John M. Costigan 
                         Attorney-in-fact


                         March 4, 1998

EXHIBIT INDEX

Exhibit
Number      Description

  3.1       Restated Certificate of Incorporation, as restated effective
            October 31, 1986

 10.1       $250,000,000 Credit Agreement amended as of October 3, 1997 

 10.3       Premark International, Inc. Supplemental Plan (as amended and
            restated effective April 1, 1997)

 21         Subsidiaries of the Registrant as of March 4, 1998

 23         Manually signed Consents of Independent Auditors to the
            incorporation of their report by reference into the prospectuses
            contained in specified registration statements on Form S-8 and
            Form S-3

 24         Powers of Attorney

 27         Financial Data Schedule

 99.1       Report of Predecessor Auditors


<PAGE>
<TABLE>       
SELECTED FINANCIAL DATA
<CAPTION>         
(Dollars in millions,  
  except per share        1997      1996      1995      1994      1993      1992      1991      1990      1989      1988      1987 
  amounts)            --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S>                   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Operating results 

Net sales: 
  Food Equipment Group:
    United States     $  748.0  $  728.1  $  710.8  $  687.8  $  610.3  $  586.5  $  568.3  $  581.7  $  567.4  $  554.3  $  541.5 
    Europe               430.1     414.3     442.2     369.2     344.0     412.9     384.2     359.7     304.1     264.7     216.4 
    Other 
      International      107.9      96.0      84.8      78.5      55.6      54.9      57.9      57.6      60.3      55.0      51.0 
                      --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
        Total          1,286.0   1,238.4   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                790.2     730.4     686.6     690.0     618.3     573.1     522.6     499.6     430.1     352.8     309.7 
  Consumer Products 
    Group                330.6     298.8     289.0     292.8     239.4     206.3     206.4     203.6     204.8     203.0     179.6 
                      --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

      Total net sales $2,406.8  $2,267.6  $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 
                      ========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========

Segment profit:
  Food Equipment Group:
    United States     $   66.1  $   63.8  $   71.1  $   61.8  $   40.7  $   32.5  $   12.0  $   (4.2) $  (13.0) $   22.3      27.5 
    Europe                 2.7       6.2      15.5      15.8       7.6      15.7      23.8      26.6      28.4      27.3      18.9 
    Other
      International        3.1       7.9       5.3       3.0       3.0       1.4       5.3       4.5       6.4       8.2       6.9 
                      --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
       Total              71.9      77.9      91.9      80.6      51.3      49.6      41.1      26.9      21.8      57.8      53.3
  Decorative Products 
    Group                 82.4      28.5<F1>  50.4      36.5      33.4      35.0      38.3      46.9      42.1      42.3      37.1
  Consumer Products 
    Group                 36.3      32.6      25.3      39.4      22.8      20.9      22.6      19.2      17.3      15.8      13.6
                      --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
      Total segment
        profit        $  190.6  $  139.0  $  167.6  $  156.5  $  107.5  $  105.5  $  102.0  $   93.0  $   81.2  $  115.9  $  104.0
                      ========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========

Income from 
  continuing  
  operations          $  103.8  $   56.7<F2>$ 78.9  $   70.8  $   50.5  $   44.6  $   38.1  $   19.4  $   31.5  $   47.8  $   50.0
Income (loss) from 
  discontinued 
  operations               -        62.2     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)     $  103.8  $  118.9  $  237.6  $  225.5  $  172.5  $  (79.3) $  102.3  $   52.0  $   78.4  $  105.3  $   71.5
                      ========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========

Per common share:
    Income from
      continuing     
      operations      $   1.67  $   1.54  $  1.29   $   1.11  $   0.79  $   0.70  $   0.62  $   0.31  $   0.46  $   0.71  $   0.74
    Loss on sale of
      Hartco              -        (0.62)      -          -         -         -         -         -         -         -         -
                      --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
    Total income
      from 
      continuing
      operations      $   1.67  $   0.92  $   1.29  $   1.11  $   0.79  $   0.70  $   0.62  $   0.31  $   0.46  $   0.71  $   0.74
                      ========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
    Income (loss) from
      discontinued   
      operations      $   -     $   1.00  $   2.58  $   2.43  $   1.92  $  (0.63) $   1.04  $   0.52  $   0.69  $   1.09  $   0.32
                      ========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========

    Net income (loss) $   1.67  $   1.92  $   3.87  $   3.54  $   2.71  $  (1.25) $   1.66  $   0.83  $   1.15  $   1.56  $   1.06
                      ========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========

Per common share --
  assuming dilution:
    Income from
      continuing     
      operations      $   1.59  $   1.49  $  1.26   $   1.08  $   0.77  $   0.69  $   0.61  $   0.31  $   0.45  $   0.69  $   0.73
    Loss on sale of
      Hartco              -        (0.60)      -          -         -         -         -         -         -         -         -
                      --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
    Total income
      from 
      continuing
      operations      $   1.59  $   0.89  $   1.26  $   1.08  $   0.77  $   0.69  $   0.61  $   0.31  $   0.45  $   0.69  $   0.73
                      ========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
    Income (loss) from
      discontinued   
      operations      $   -     $   0.97  $   2.52  $   2.38  $   1.85  $  (0.61) $   1.02  $   0.51  $   0.68  $   1.07  $   0.32
                      ========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========

    Net income (loss) $   1.59  $   1.86  $   3.78  $   3.46  $   2.62  $  (1.22) $   1.63  $   0.82  $   1.13  $   1.53  $   1.05
                      ========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========

Profitability ratios     

Segment profit as a                               
  percent of sales:   
    Food Equipment
      Group                5.6%      6.3%      7.4%      7.1%      5.1%      4.7%      4.1%      2.7%      2.3%     6.6%       6.6%
    Decorative                          
      Products
      Group               10.4       3.9<F1>   7.3       5.3       5.4       6.1       7.3       9.4       9.8     12.0       12.0
    Consumer
      Products
      Group               11.0      10.9       8.8      13.5       9.5      10.1      11.0       9.4       8.5      7.8        7.6
    Total                  7.9       6.1       7.6       7.4       5.8       5.8       5.9       5.5       5.2      8.1        8.0
Income from continuing
  operations as a
  percent of sales         4.3       2.5       3.6       3.3       2.7       2.4       2.2       1.1       2.0      3.3        3.9
Return on average
  equity                  11.6      11.5<F3>   9.7<F3>   NM        NM        NM        NM        NM        NM       NM         NM 
Return on average 
  invested capital<F4>    11.0      10.9       9.3       NM        NM        NM        NM        NM        NM       NM         NM 
_____________    

<FN>    
<F1>  Includes pretax loss from the sale of Hartco of $43.1 million.
<F2>  Includes loss from the sale of Hartco of $38.6 million.  
<F3>  Excludes Tupperware and loss on sale of Hartco.
<F4>  Net income plus after-tax long-term interest expense divided by average long-term debt and equity of continuing  
      operations.  In 1996, also excludes loss on sale of Hartco.
NM - Not Meaningful
</TABLE>        



<PAGE>
<TABLE>
SELECTED FINANCIAL DATA
<CAPTION>
(Dollars in millions,
  except per share        1997      1996      1995      1994      1993      1992      1991      1990      1989      1988      1987
  amounts)            --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S>                   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Financial condition    
 
  Working capital     $  532.1  $  594.4  $  276.6  $  281.1  $  301.2  $  262.2  $  171.6  $  253.2  $  280.2  $  254.4  $  299.2
  Property, plant 
    and equipment, net   435.1     416.4     424.7     401.6     394.4     403.8     409.8     425.6     280.8     275.4     253.3
  Total assets         1,765.8   1,660.8   1,546.1   1,475.8   1,332.4   1,297.7   1,294.3   1,288.2   1,077.8     995.7     926.2
  Short-term 
    borrowings 
    and current 
    portion of
    long-term debt        14.7       3.5     133.0      25.3       3.4       5.3     102.4      33.4      45.6      69.6       5.6
  Long-term debt         112.3     115.9     121.7     121.9     122.3     120.9     122.2     322.2      95.4      85.3      81.7
  Shareholders'
    equity<F1>           907.9     875.9   1,008.8     972.3     811.9     710.3     836.4     757.9     800.6     754.4     663.1
  Current ratio            2.0       2.3       1.5       1.5       1.8       1.7       1.4       1.7       1.8       1.8       2.0
  Long-term 
    debt-to-equity<F1>    12.4%     13.2%     12.1%     12.6%     20.7%     38.6%     33.3%     65.4%     31.7%     31.5%     35.5%
  Total
    debt-to-capital<F1>   12.3%     12.0%     25.1%     17.5%     27.7%     29.6%     32.4%     42.9%     29.3%     30.2%     30.3%

Other data    

  Net cash provided   
    by operating
    activities        $  165.9  $  162.4  $   53.4  $  184.0  $  144.5  $   39.1  $  157.2  $  115.0  $   99.2  $   45.7  $  114.1
  Capital expenditures    81.4      84.1      85.7      69.5      60.5      56.7      46.7      78.6      49.8      49.3      37.8
  Depreciation and
    amortization          67.9      68.1      71.4      73.8      67.2      68.1      69.4      62.0      53.0      42.5      40.3
  Advertising             53.5      42.0      42.4      39.4      31.2      28.4      27.2      25.2      23.6      25.1      22.5
  Research and
    development           45.8      39.0      38.1      35.1      31.2      31.3      26.5      27.5      25.4      22.4      18.4
  Number of employees
    (thousands)           17.2      16.3      17.4      16.6      15.9      16.2      15.8      16.8      15.3      15.4      13.9

Common stock data    

Average common 
  shares outstanding
  (thousands)           62,342    62,059    61,411    63,640    63,692    63,310    61,759    62,766    68,058    67,581    67,576
Average common and       
 common equivalent
  shares outstanding
  (thousands)           65,326    64,095    62,893    65,088    65,909    65,002    62,685    63,122    69,447    68,853    68,243
Year-end book value 
  per share<F1>       $  14.69  $  13.96  $  16.50  $  15.22  $  12.72  $  11.17  $  13.43  $  12.34  $  11.76  $  11.14  $   9.84
Dividends declared 
  per share               0.35      0.73      1.01      0.74     0.545      0.48      0.42      0.42      0.39     0.265     0.145
Year-end price/earnings
  ratio<F1><F2>          17.33     12.30     13.39     12.93     15.31    (17.21)    12.46     10.59     13.61     10.29     10.65
Year-end 
  market/book ratio<F1>   1.88      1.64      3.07      2.94      3.15      1.88      1.51      0.70      1.31      1.41      1.14
Year-end shareholders 
  (thousands)             21.7      21.7      23.3      25.3      26.9      29.0      31.3      33.7      36.3      39.3      43.5
_____________    
<FN>    
<F1>  Includes discontinued operations for the years 1987-1995.
<F2>  Based on diluted shares outstanding.
</TABLE>

 

<PAGE>
Financial Table of Contents 

Selected Financial Data                                36
Report of Management                                   40
Report of Independent Auditors                         40
Financial Statements:
  Consolidated Statement of Income                     41
  Consolidated Statement of Cash Flows                 42
  Consolidated Balance Sheet                           43
  Consolidated Statement of Shareholders' Equity       44
  Notes to the Consolidated Financial Statements       45
  Schedule II - Valuation and Qualifying Accounts      58

All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are omitted because they
are not applicable, not required or the required information is shown in the
financial statements or notes thereto.


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. Independent auditors have
audited these financial statements and have expressed independent opinions
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 the independent
accountants to discuss the company's internal accounting controls, auditing
and financial reporting matters. The internal auditors and the independent
accountants 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.



James M. Ringler 
Chairman of the Board, Chief Executive Officer and President
Lawrence B. Skatoff
Senior Vice President and Chief Financial Officer

<PAGE>    
REPORT OF INDEPENDENT AUDITORS

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

We have audited the consolidated financial statements listed in the Financial
Table of Contents on page 35 of Premark International, Inc., as of December
27, 1997, and for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit. The consolidated
financial statements listed in the Financial Table of Contents on page 35 of
Premark International, Inc., for the years ended December 28, 1996, and
December 30, 1995, were audited by other auditors whose report dated February
14, 1997, expressed an unqualified opinion on those statements. 

We conducted our audit in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the 1997 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Premark International, Inc., at December 27, 1997, and the consolidated
results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.



Ernst & Young LLP
Chicago, Illinois   
February 6, 1998


Consolidated Statement of Income

(In millions,       
  except per share                  Dec. 27,     Dec. 28,     Dec. 30,
  amounts)             Year Ended       1997         1996         1995
                                   ----------   ----------   ---------- 
     
Net sales                          $ 2,406.8    $ 2,267.6    $ 2,213.4 
Costs and expenses
  Cost of products sold              1,525.8      1,443.8      1,420.9 
  Delivery, sales and 
    administrative expense             704.3        660.2        648.0 
  Interest expense                      12.1         16.3         26.6 
  Interest income                       (7.2)        (7.0)        (2.0)
  Loss on disposition of business        -           43.1          -
  Other income, net                     (2.9)        (1.7)        (0.4)
                                   ----------   ----------   ---------- 
    Total costs and expenses         2,232.1      2,154.7      2,093.1 

Income before income taxes             174.7        112.9        120.3 
Provision for income taxes              70.9         56.2         41.4 
                                   ----------   ----------   ---------- 
Income from continuing operations      103.8         56.7         78.9 

Discontinued operations:
  Income from operations (net of 
    tax provision of $22.8 and 
    $57.1 in 1996 and 1995, 
    respectively)                        -           62.2        177.0 
  Costs to effect the business 
    discontinuance (net of $4.3 
    tax benefit)                         -            -          (18.3)
                                   ----------   ----------   ---------- 
Net income                         $   103.8    $   118.9    $   237.6 
                                   ==========   ==========   ========== 

Earnings (loss) per share:
  Continuing operations            $    1.67    $    0.92    $    1.29 
  Discontinued operations:     
    Income from operations               -           1.00         2.88
    Costs to effect the business 
      discontinuance                     -            -          (0.30)
                                   ----------   ----------   ---------- 
Net income per share               $    1.67    $    1.92    $    3.87 
                                   ==========   ==========   ========== 

Earnings (loss) per share -
  assuming dilution:
    Continuing operations          $    1.59    $    0.89    $    1.26
    Discontinued operations:
      Income from operations             -           0.97         2.81
      Costs to effect the 
        business discontinuance          -            -          (0.29)
                                   ----------   ----------   ---------- 
Net income per share - 
  assuming dilution                $    1.59    $    1.86    $    3.78
                                   ==========   ==========   ========== 

See Notes to the Consolidated Financial Statements.

<PAGE>
<TABLE>
Consolidated Statement of Cash Flows     
<CAPTION>
                                                        Dec. 27,     Dec. 28,     Dec. 30,
(In millions)                             Year Ended        1997         1996         1995
                                                       ----------   ----------   ---------- 
<S>                                                    <C>          <C>          <C>
Cash flows from operating activities 
Net income                                             $   103.8    $   118.9    $   237.6 
Adjustments to reconcile net income to net cash 
  provided by operating activities from 
  continuing operations:
    Income from discontinued operations                      -          (62.2)      (158.7)
    Loss on disposition of business                          -           38.6          - 
    Depreciation and amortization                           67.9         68.1         71.4 
    Changes in assets and liabilities:
      Accounts and notes receivable                        (35.0)       (14.3)       (14.9)
      Inventory                                            (52.3)        (6.5)       (11.9)
      Net deferred income taxes                             (5.5)        10.2        (20.3)
      Accounts payable and accruals                         48.2          1.3        (43.9)
      Current income taxes                                  28.2          1.2          0.7 
      Other                                                 10.6          7.1         (6.6)
                                                       ----------   ----------   ---------- 
        Net cash provided by operating activities 
          of continuing operations                         165.9        162.4         53.4 
                                                       ----------   ----------   ---------- 
Cash flows from investing activities 
Capital expenditures                                       (81.4)       (84.1)       (85.7)
Sales (purchases) of short-term investments                 84.3        (84.3)         - 
(Acquisitions) dispositions of businesses                  (74.9)        35.3         (5.9)
Other                                                        4.9          5.6         (2.0)
                                                       ----------   ----------   ---------- 
        Net cash used in investing activities 
          of continuing operations                         (67.1)      (127.5)       (93.6)
                                                       ----------   ----------   ---------- 
Cash flows from financing activities 
Repayment of long-term debt                                 (0.9)        (0.7)        (0.7)
Net change in, and repayment of, short-term borrowings      (8.3)      (129.3)       103.7 
Proceeds from long-term borrowing                            1.3          5.5          - 
Payment of dividends                                       (21.3)       (56.8)       (58.0)
Proceeds from exercise of stock options                      8.1         19.1         14.5 
Purchase of treasury stock                                 (53.4)       (10.0)      (169.7)
                                                       ----------   ----------   ---------- 
        Net cash used in financing activities 

          of continuing operations                         (74.5)      (172.2)      (110.2)
                                                       ----------   ----------   ---------- 
Effect of exchange rate changes on cash and 
  cash equivalents                                          (3.2)        (1.1)         0.8 
Cash provided by discontinued operations                     -          248.8        150.9 
                                                       ----------   ----------   ---------- 
Net increase in cash and cash equivalents                   21.1        110.4          1.3 
Cash and cash equivalents at beginning of year             130.2         19.8         18.5 
                                                       ----------   ----------   ---------- 
Cash and cash equivalents at end of year               $   151.3    $   130.2    $    19.8 
                                                       ==========   ==========   ========== 


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

<PAGE>
Consolidated Balance Sheet
                                                         Dec. 27,    Dec. 28,
(Dollars in millions, except per share amounts)              1997        1996
                                                       ----------   ----------  
Assets 

Cash and cash equivalents                              $   151.3    $   130.2 
Short-term investments                                       -           84.3 
Accounts and notes receivable, less allowances of 
  $18.1 in 1997 and $18.4 in 1996                          428.1        384.4 
Inventories                                                394.0        333.1 
Recoverable income taxes                                     -           10.8 
Deferred income tax benefits                                68.8         67.4 
Prepaid expenses                                            35.2         43.8 
                                                       ----------   ----------  
  Total current assets                                   1,077.4      1,054.0 

Property, plant and equipment, net                         435.1        416.4 
Intangibles, less accumulated amortization of 
  $77.8 in 1997 and $73.6 in 1996                          172.2        106.8 
Other assets                                                81.1         83.6 
                                                       ----------   ----------  
  Total assets                                         $ 1,765.8    $ 1,660.8 
                                                       ==========   ==========  


Liabilities and shareholders' equity 

Accounts payable                                       $   135.2    $   105.7 
Short-term borrowings and current portion of 
  long-term debt                                            14.7          3.5 
Accrued liabilities                                        376.4        350.4 
Income taxes payable                                        19.0         -  
                                                       ----------   ----------  
  Total current liabilities                                545.3        459.6 

Long-term debt                                             112.3        115.9 
Postretirement benefit cost                                124.2        120.8 
Other liabilities                                           76.1         88.6 
Shareholders' equity:
  Preferred stock, $1.00 par value, authorized 
    50,000,000 shares; issued - none                         -            - 
  Series A Junior Participating Preferred stock, 
    $1.00 par value, authorized 1,000,000 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                                          348.9        342.7 
  Retained earnings                                        749.7        688.2 
  Treasury stock, 7,201,201 shares at December 27, 
    1997, and 6,276,776 shares at December 28, 1996, 
    at cost                                               (236.1)      (211.4)
  Unearned portion of restricted stock issued for 
    future service                                          (1.5)        (2.3)
  Accumulated other comprehensive income                   (22.1)       (10.3)
                                                       ----------   ----------  
      Total shareholders' equity                           907.9        875.9 
                                                       ----------   ----------  
      Total liabilities and shareholders' equity       $ 1,765.8    $ 1,660.8
                                                       ==========   ==========  

See Notes to the Consolidated Financial Statements.
      




<PAGE>
<TABLE>
Consolidated Statement of Shareholders' Equity
<CAPTION>
                             Number of Shares                                Amounts
                           --------------------   ----------------------------------------------------------------------------
                                                                                                 Accumulated
                                                                                                       Other
                            Common     Treasury     Common    Capital    Retained    Treasury  Comprehensive     Comprehensive
(In millions)                Stock        Stock      Stock    Surplus    Earnings       Stock         Income<F1>        Income
                           --------    --------    --------   --------   --------   ---------  -------------     -------------
<S>                        <C>         <C>         <C>        <C>        <C>        <C>        <C>
December 31, 1994             69.0        (5.1)    $  69.0    $ 571.7    $ 579.8    $ (125.6)     $  (122.3)
  Net income                                                               237.6                                    $  237.6
  Other comprehensive 
    income - foreign 
    currency translation 
    adjustments, net of 
    tax of $2.7                                                                                        (4.9)            (4.9)
                                                                                                                    ---------
  Comprehensive income                                                                                              $  232.7
                                                                                                                    ========= 

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 
                             -------   --------   --------    --------   --------   ---------      ---------
December 30, 1995              69.0       (7.9)      69.0       590.3      735.7      (258.0)        (127.2)
  Net income                                                               118.9                                    $  118.9
  Other comprehensive 
    income - foreign 
    currency translation
    adjustments, net of 
    tax of $(1.6)                                                                                      (6.7)            (6.7)
                                                                                                                    ---------
  Comprehensive income                                                                                              $  112.2
                                                                                                                    ========= 

  Cash dividends declared                                                  (45.3)
  Purchase of treasury 
    stock                                 (0.2)                                         (7.3)
  Treasury stock issued for 
    incentive plans and 
    related tax benefits                   1.8                  14.1       (33.9)       53.9

  Distribution of 
  Tupperware Corporation 
  to shareholders                                              (261.7)     (87.2)                     123.6 
                            -------    --------    --------   --------   --------   ---------      ---------

December 28, 1996             69.0        (6.3)       69.0      342.7      688.2      (211.4)         (10.3)

  Net income                                                               103.8                                    $  103.8
  Other comprehensive 
    income -foreign 
    currency translation
    adjustments, net of 
    tax of $0.1                                                                                       (11.8)           (11.8)
                                                                                                                    ---------
  Comprehensive income                                                                                              $   92.0 
                                                                                                                    =========

  Cash dividends declared                                                  (21.8)
  Purchase of treasury 
    stock                                 (2.0)                                        (53.4)
  Treasury stock issued 
    for incentive plans 
    and related tax 
    benefits                               1.1                   6.2       (20.5)       28.7 

                            -------    --------   --------   --------    --------   ---------     ----------
December 27, 1997             69.0        (7.2)    $  69.0    $ 348.9    $ 749.7    $ (236.1)     $   (22.1)
                            =======    ========   ========   ========    ========   =========     ========== 

<FN>
<F1>  Represents foreign currency translation adjustments.

See Notes to the Consolidated Financial Statements.
</TABLE>
<PAGE>
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
The consolidated financial statements include the accounts of Premark and all
of its subsidiaries. Intercompany accounts and transactions have been
eliminated. The company's fiscal year ends on the last Saturday of December. 

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
These estimates and assumptions may 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.

Certain amounts for prior years have been reclassified to conform to the 1997
presentation.

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.

Short-Term Investments
Short-term investments consist primarily of commercial paper with original
maturities at date of purchase beyond three months and less than 12 months.
Short-term investments are classified as held-to-maturity and are carried at
cost which approximates fair value.

Inventories
Inventories are stated at the lower of cost or market. Inventory cost includes
cost of raw material, labor and overhead. Approximately 65% 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 $40
million higher at the end of 1997 and $40.8 million higher at the end of 1996.

Property and Depreciation
Properties are stated at cost. Depreciation is calculated using a
straight-line method over the estimated useful lives ranging from 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, 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
($159.9 million in 1997 and $95.3 million in 1996) and other intangibles is
being amortized on a straight-line basis up to 40 years. The increase in 1997
is primarily a result of the purchase of Eurotec and Baxter. 

Revenue Recognition
Revenue is recognized when product is shipped or serviced. Revenue from food
equipment service contracts is deferred and recognized ratably over the
service period.

Income Taxes
Deferred income taxes reflect the net effects of temporary differences between
the carrying amounts of assets and liabilities for financial statement
purposes and the amounts used for income tax purposes. These deferred tax
assets and liabilities are measured based upon tax laws as currently enacted. 

Earnings (Loss) Per Share
In 1997, the company adopted Statement of Financial Accounting Standards No.
128, "Earnings per Share" ("SFAS No. 128"). Under the statement, the
calculation of primary and fully diluted earnings per share has been replaced
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes any dilutive effect of options. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods have been
presented, and, where appropriate, restated to conform to the SFAS No. 128
requirements. 

The following table sets forth the computation of basic and diluted earnings
per share for income from continuing operations.

(In millions)                           1997      1996      1995 
                                      -------   -------   -------
Numerator for both basic 
  and diluted earnings per 
  share - net income                  $103.8    $ 56.7    $ 78.9
Denominator:
  Denominator for basic 
    earnings per share - 
    weighted average shares             62.3      62.1      61.4 
  Effect of dilutive securities - 
  employee stock options                 3.0       2.0       1.5 
                                      -------   -------   -------
Denominator for diluted 
  earnings per share - weighted 
  average shares and assumed 
  conversions                           65.3      64.1      62.9 
                                      =======   =======   =======
Basic earnings per share              $ 1.67    $ 0.92    $ 1.29 
                                      =======   =======   =======
Diluted earnings per share            $ 1.59    $ 0.89    $ 1.26 
                                      =======   =======   =======

For additional disclosures regarding employee stock options, see Note 10,
"Incentive Compensation Plans."

Options to purchase 782,800 shares of common stock at $32.25 per share were
outstanding during 1997 but were not included in the computation of diluted
earnings per share because the options' exercise price was greater than the
average market price of the common shares and, therefore, the effect would be
antidilutive.

Financial Instruments
Forward exchange contracts are periodically used by the company to manage its
foreign currency exposures. 

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 "Accumulated Other Comprehensive Income." 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 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, short-term investments,
accounts and notes receivable, accounts payable, short-term borrowings and
outstanding forward exchange contracts approximated their fair values at
December 27, 1997, and December 28, 1996, because of the short maturity of
those instruments. 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
The results of operations for foreign subsidiaries, other than those operating
in highly inflationary countries, are translated into U.S. dollars using the
average exchange rates during the year, while the assets and liabilities are
translated using period-end exchange rates. The related translation
adjustments are recorded in a separate component of shareholders' equity,
"Accumulated Other Comprehensive Income." Gains and losses from foreign
currency transactions, as well as from the translation of financial statements
of subsidiaries in highly inflationary countries, are included in income, but
were not significant.

Stock-Based Compensation
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," ("SFAS No. 123") encourages, but does not require,
companies to record compensation cost for stock-based employee compensation
plans at fair value. The company has chosen to continue to account for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," ("APB No. 25") and related Interpretations. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the company's stock at the date of the grant over the
amount an employee must pay to acquire the stock. 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.

Comprehensive Income
In 1997, the company adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income," ("SFAS No. 130"), which requires
companies to report all changes in equity during a period, except those
resulting from investment by owners and distribution to owners, in a financial
statement for the period in which they are recognized. The company has chosen
to disclose Comprehensive Income, which encompasses net income and foreign
currency translation adjustments, in the Consolidated Statement of
Shareholders' Equity. Prior years have been restated to conform to the SFAS
No. 130 requirements.


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 tax-free distribution to Premark's shareholders ("Distribution"). The
Distribution was effected on May 31, 1996.

Net sales of Tupperware were $0.6 billion in 1996 through the date of the
Distribution and $1.4 billion for 1995. As a result of the planned
Distribution, the company recorded a fourth quarter 1995 pretax charge of
$22.6 million ($18.3 million after tax, or 29 cents per diluted share) for
costs to effect the business discontinuance. Included in that amount were $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. The accrual was
substantially used in 1996.


NOTE 3 BUSINESS ACQUISITIONS AND DIVESTITURE

The company's Food Equipment Group acquired two companies in 1997. In April,
through a series of transactions, the company acquired certain assets and
liabilities of Eurocatering SpA, an Italian company, for approximately $20
million in cash and the assumption of $17 million in debt. The acquisition now
operates under the name Eurotec Srl ("Eurotec"). Eurotec is one of Europe's
largest manufacturers of warewash equipment. In September, the company
acquired the stock of The Baxter Mfg. Co. Inc., of Orting, Washington, a
manufacturer of commercial bakery equipment, for $50.3 million in cash.
Results of operations are included in the consolidated financial statements
from the dates of their respective acquisitions. Pro forma results of these
acquisitions are not materially different from reported amounts.

Subsequent to fiscal year end, Wilsonart completed the acquisition of the
stock of the Resopal (German) and Arborite (Canadian) decorative laminate
businesses from Forbo Holdings AG for approximately $13 million, subject to
final balance sheet adjustments. In addition, the company's Food Equipment
Group completed the acquisition of the assets of Somat Corporation, a
manufacturer of commercial waste systems, for $3.4 million and the stock of
Wittco Foodservice Equipment, Inc., a manufacturer of cooking equipment,
primarily warming, holding and display cabinets, for $5.7 million.

In June 1996, the company sold its Hartco Flooring subsidiary for $35.8
million and the assumption of debt. A pretax loss of $43.1 million ($38.6
million after tax or $0.60 per diluted share) was recognized as a result of
the sale.


NOTE 4 INVENTORIES

(In millions)                               1997         1996 
                                         --------     --------
Finished goods                           $ 171.8      $ 163.7 
Work in process                             14.8         26.2 
Raw materials and supplies                 207.4        143.2 
                                         --------     --------
Total inventories                        $ 394.0      $ 333.1 
                                         ========     ========

NOTE 5 PROPERTY, PLANT AND EQUIPMENT

(In millions)                               1997         1996 
                                         --------     --------
Land                                     $  25.3      $  25.2 
Buildings and improvements                 254.0        243.0 
Machinery and equipment                    672.5        640.2 
Construction in progress                    34.2         32.5 
                                         --------     --------
Total property, plant and equipment        986.0        940.9 
Less accumulated depreciation              550.9        524.5 
                                         --------     --------
Property, plant and equipment, net       $ 435.1      $ 416.4 
                                         ========     ========

Depreciation expense was $62.2 million, $62.6 million and $63.1 million for
the years 1997, 1996 and 1995, respectively.


NOTE 6 ACCRUED LIABILITIES

(In millions)                               1997         1996 
                                         --------     --------
Warranties and maintenance service
 agreements                              $ 107.3      $  99.7 
Compensation and employee benefits          94.6         95.8 
Insurance                                   48.1         47.1 
Taxes other than income taxes               19.3         20.0 
Other                                      107.1         87.8 
                                         --------     --------
Total accrued liabilities                $ 376.4      $ 350.4 
                                         ========     ========

NOTE 7 FINANCING ARRANGEMENTS

Short-term Borrowings 

(In millions)                               1997         1996 
                                         --------     --------
Total short-term borrowings 
  at year-end                            $ 10.3       $   2.6 
Weighted average interest rate 
  at year-end                               6.7%         10.1% 
Average borrowings during the year       $  7.3       $  63.9 
Weighted average interest rate 
  for the year                              7.2%          5.7% 
Maximum borrowings during the year       $ 13.4       $ 196.4 

Long-term Debt


(In millions)                               1997         1996 
                                         --------     --------
10 1/2% notes due 2000                   $ 100.0      $ 100.0 
5.95% and variable rate industrial 
  revenue bonds due 1998-2002                7.1          7.5 
Other                                        9.6          9.3 
                                         --------     --------
                                           116.7        116.8 
Less current portion                         4.4          0.9 
                                         --------     --------
Total long-term debt                     $ 112.3      $ 115.9 
                                         ========     ========

Interest paid in 1997, 1996 and 1995 was $12.9 million, $16.7 million and
$24.0 million, respectively.

The fair value of the 10 1/2% notes at the end of 1997 and 1996 was $110.4
million and $112.8 million, respectively. The fair value of the remaining
long-term debt approximates its book value.

The company had unused lines of credit amounting to $438.2 million at December
27, 1997, including $250.0 million under an unsecured revolving credit
facility, which supports the company's commercial paper borrowing capability
and expires in October 2002. Total principal payments due on long-term debt in
the five years subsequent to December 27, 1997, are $115.3 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 $1.2 million in 1997, $0.9 million in 1996 and $0.3 million in
1995) totaled $36.7 million in 1997, $35.3 million in 1996 and $34.5 million
in 1995. Approximate minimum rental commitments under noncancelable operating
leases in effect at December 27, 1997, were: 1998 - $26.5 million; 1999 -
$20.8 million; 2000 - $16.5 million; 2001 - $11.1 million; 2002 - $8.8
million; after 2002 - $11.1 million.

Other Financial Instruments
At December 27, 1997, the company had forward exchange contracts maturing
between January 8 and December 16, 1998, to sell $62.7 million and to purchase
$6.3 million in foreign currencies at fixed rates on the value dates. The
larger components of these positions were contracts to sell $19.6 million of
British pounds sterling, $18.0 million of German marks and $9.6 million of
Canadian dollars, and to purchase $5.1 million of German marks. The net
accrued loss on forward exchange contracts was $0.3 million at December 27,
1997, and $1.3 million at December 28, 1996.

NOTE 8 INCOME TAXES

Income before income taxes was as follows:

(In millions)                           1997      1996      1995 
                                      -------   -------   -------
Domestic                              $181.3    $111.6    $112.4
Foreign                                 (6.6)      1.3       7.9 
                                      -------   -------   -------
Total                                 $174.7    $112.9    $120.3 
                                      =======   =======   =======


The provision for income taxes was as follows:

(In millions)                           1997      1996      1995 
                                      -------   -------   -------
Current
  Federal                             $ 63.0    $ 36.7    $ 40.2
  Foreign                                3.9       5.6       4.2 
  State                                  9.4       5.4       5.1
                                      -------   -------   -------
                                        76.3      47.7      49.5 
                                      -------   -------   -------
Deferred 
  Federal                               (5.7)      7.5      (1.6)
  Foreign                                1.3      (0.4)     (6.2)
  State                                 (1.0)      1.4      (0.3)
                                      -------   -------   -------
                                        (5.4)      8.5      (8.1)
                                      -------   -------   -------
Total                                 $ 70.9    $ 56.2    $ 41.4 
                                      ========  =======   =======

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


                                        1997      1996      1995 
                                      -------   -------   -------
Statutory federal tax rate              35.0%     35.0%     35.0%
Increase (reduction) in taxes 
  resulting from:   
    Foreign income taxes                 4.1       3.8      (1.4)
    State taxes                          3.1       3.9       2.6 
    Repatriation of foreign earnings     0.2       0.3      (2.6)
    Nondeductible loss on 
      Hartco sale                        -         9.4       -
    Adjustment to tax accruals          (0.4)     (3.4)     (0.6)
    Other                               (1.4)      0.8       1.4 
                                      -------   -------   -------
Effective income tax rate               40.6%     49.8%     34.4%
                                      =======   =======   =======

In 1997 and 1996, the company recognized $6.2 million and $14.1 million,
respectively, of benefits for deductions associated with the exercise of
employee stock options. These benefits were added directly to capital surplus
and are not reflected in the provision for income taxes.

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

(In millions)                               1997         1996 
                                         --------     --------
Depreciation                             $ (34.6)     $ (40.9)
Other                                       (3.8)        (3.5)
                                         --------     --------
Gross deferred tax liabilities             (38.4)       (44.4)
                                         --------     --------
Postretirement benefits                     50.6         49.3 
Employee benefits                           21.3         19.5 
Tax carryforwards                           16.1         14.1 
Self-insurance reserves                     14.8         14.6 
Adhesive claims                             11.7         12.5 
Warranty reserves                           10.5          7.9 
Environmental reserves                       4.8          5.4 
Other accruals                              26.4         27.7 
                                         --------     --------
Gross deferred tax assets                  156.2        151.0 
Valuation allowance                        (22.7)       (16.5)
                                         --------     --------
Net deferred tax assets                  $  95.1      $  90.1 
                                         ========     ========

The valuation allowance primarily represents reserves for foreign operating
losses and capital loss carryforwards. Management believes it is more likely
than not that these net deferred tax assets will be realized through the
reduction of future taxes payable. Significant factors considered by
management in determining the probability of realization of these assets
include historical operating results of the company, as well as expectations
of future earnings. At December 27, 1997, the company had foreign operating
loss carryforwards of $34.2 million. It also had $14.1 million of capital loss
carryforwards available to offset certain future U.S. federal capital gains
tax obligations. Of the total, $32.2 million of carryforwards expire at
various dates from 1998 to 2004, and the remainder have unlimited lives.
During 1997, the company recognized net benefits of $1.1 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, net of refunds, in 1997, 1996 and 1995, of
$26.8 million, $37.9 million and $38.0 million, respectively, a portion of
which was owed in 1996 and 1995 as a result of income generated by the
domestic operations of Tupperware.


NOTE 9 RETIREMENT BENEFIT PLANS

The company has various pension plans covering substantially all domestic
employees and certain employees in other countries. In addition to providing
pension benefits, the company provides certain postretirement healthcare and
life insurance benefits for selected U.S. and Canadian employees. Most
employees and retirees outside the United States are covered by government
healthcare programs. Employees may become eligible for these company 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 are
coordinated with Medicare for post-65 retirees. The company has a right to
modify or terminate these plans.

In 1997, the Company adopted Statement of Financial Accounting Standards No.
132, "Employers' Disclosures about Pensions and Other Postretirement
Benefits." This statement standardizes the disclosure requirements for
pensions and other postretirement benefits. Prior years' information has been
restated to conform with the requirements of this statement.

                                Pension Benefits     Postretirement Benefits 
                               -------------------     -------------------
(In millions)                     1997       1996         1997       1996
                               --------   --------     --------   --------
Change in benefit obligation:
  Beginning balance            $ 289.2    $ 289.9      $ 114.7    $ 117.9
    Service cost                  10.6       10.4          2.4        2.4
    Interest cost                 21.1       21.0          8.1        7.9
    Actuarial loss (gain)         11.6      (16.2)        (0.4)      (2.8)
    Divestitures                   -          -            -         (4.1)
    Benefits paid                (17.8)     (15.9)        (6.3)      (6.6)
                               --------   --------     --------   --------
  Ending balance                 314.7      289.2        118.5      114.7
                               --------   --------     --------   --------

Change in plan assets at fair value:
  Beginning balance              309.2      285.0          -          -
    Actual return on 
      plan assets                 57.8       38.5          -          -
    Company contributions          1.2        1.6          5.1        5.7
    Plan participant 
      contributions                -          -            1.2        0.9
    Benefits paid                (17.8)     (15.9)        (6.3)      (6.6)
                               --------   --------     --------   --------
  Ending balance                 350.4      309.2          -          -
                               --------   --------     --------   --------

Funded status of the plan         35.7       20.0       (118.5)    (114.7)
  Unrecognized actuarial 
    gain                         (48.0)     (27.0)        (5.6)      (5.5)
  Unrecognized prior 
    service cost (benefit)         4.9        4.4         (6.1)      (6.6)
  Unrecognized net transition 
    asset                         (6.3)      (8.3)         -          -
                               --------   --------     --------   --------
Accrued benefit cost           $ (13.7)   $ (10.9)     $(130.2)   $(126.8)
                               ========   ========     ========   ========

Weighted average assumptions:
  Discount rate                   7.3%       7.5%         7.3%       7.5%
  Return on plan assets           9.0        9.0          9.0        9.0 
  Salary growth rate              4.5        4.5          N/A        N/A


Plan assets consist primarily of equity securities and corporate and
government bonds. However, certain pension plans, primarily at foreign
locations, were unfunded. As of December 27, 1997, and December 28, 1996, the
accumulated benefit obligations of these plans were $5.6 million and $4.1
million, respectively.

                         Pension Benefits         Postretirement Benefits
                     -------------------------   -------------------------
(In millions)          1997     1996     1995      1997     1996     1995
                     -------  -------  -------   -------  -------  -------
Components of net 
  periodic benefit 
  cost:
    Service cost     $ 10.6   $ 10.4   $  7.9    $ 2.4    $  2.4   $  2.5
    Interest cost      21.1     21.0     19.7      8.1       7.9      9.0
    Actual return 
      on plan assets  (57.8)   (38.5)   (55.9)     -         -        -
    Net amortization 
      and deferral     32.1     14.5     32.1     (0.7)     (0.4)    (0.7)
                     -------  -------  -------   -------  -------  -------
Net periodic 
benefit cost         $  6.0   $  7.4   $  3.8    $  9.8   $  9.9   $ 10.8
                     =======  =======  =======   =======  =======  =======

The assumed healthcare cost trend rate is 9.0% for the pre-65 plan and 6.0%
for the post-65 plan for 1997. These rates are assumed to decrease by one
percentage point per year until an ultimate level of 5.5% is reached. The rate
is assumed to remain at that level thereafter. The healthcare cost trend rate
assumption has a significant effect on the amounts reported. A one percentage
point change in the assumed healthcare cost trend rates would have the
following effects:

                                            1 Percentage    1 Percentage
(In millions)                              Point Increase  Point Decrease
                                           --------------  --------------
Effect on total of service and 
  interest cost components                      $ 1.4          $ (1.2)
Effect on postretirement benefit 
  obligation                                     13.9           (12.4)

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 $15.3 million in 1997, $14.1
million in 1996 and $11.7 million in 1995.


NOTE 10 INCENTIVE COMPENSATION PLANS

The company has an incentive plan ("Plan") that provides for grants of
performance and stock awards. 

Performance Awards
Under the Plan, key employees earned cash performance awards of approximately
$9.1 million in 1997, $11.8 million in 1996 and $11.9 million in 1995. As of
December 27, 1997, 187 employees were eligible to receive performance awards.

Stock Awards
The company has adopted the disclosure-only provisions of SFAS No. 123.
Consistent with prior years, stock-based compensation continues to be recorded
using the intrinsic value method prescribed in APB No. 25 and related
Interpretations.

The Plan includes awards of stock options and restricted stock to employees
and officers. As of December 27, 1997, the maximum number of shares that may
be granted under the Plan is 4,774,305. Of the total shares available for
award, up to 273,431 may be granted in the form of restricted stock. As of
December 27, 1997, 246 employees participated in the Plan.

All outstanding stock options and restricted stock vest three years after
their 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 and have a term of 10 years.
Therefore, the company has not recorded any compensation expense associated
with these stock options. 

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.

Under the Director Stock Plan ("Director Plan") non-employee directors may
elect to receive their annual retainers in the form of cash, 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 27,
1997, were 600,000 and 417,566, respectively. As of December 27, 1997, options
to purchase 158,238 shares were exercisable. 

Restricted stock and stock option activity in 1997, 1996 and 1995 for the
Plan, Director Plan and previous plans is summarized below: 

Restricted Stock

(Thousands of shares)                   1997      1996      1995 
                                      -------   -------   -------
Beginning balance                        198        44        55 
Awarded                                    8       203        35 
Released                                 (13)      (22)      (46)
Forfeited                                  -       (55)        - 
Adjustment due to Tupperware 
  distribution                             -        28         - 
                                      -------   -------   -------
Ending balance                           193       198        44 
                                      =======   =======   =======
Shares available for issuance            273       281       447 
                                      =======   =======   =======
Average fair value of shares 
  awarded during the year             $32.25    $17.37    $43.65 
                                      =======   =======   =======


Stock Options              1997              1996               1995
                       --------------    --------------    ---------------
                              Average           Average            Average 
                               Option            Option             Option 
(Thousands of shares)  Shares   Price    Shares   Price    Shares    Price 
                       ------  ------    ------  ------    ------   ------
Beginning balance      8,079   $ 9.79    4,361   $27.59    4,939    $21.88 
Granted                  814    31.86    1,642    15.43      660     46.16 
Canceled                (178)   13.72   (1,628)   29.20     (109)    33.32 
Exercised             (1,070)    7.50   (1,640)   11.61   (1,129)    12.90 
Adjustment due to
  Tupperware 
  distribution            -              5,344                -
                       ------            ------            ------          
Ending balance         7,645   $12.37    8,079   $ 9.79    4,361    $27.59 
                       ======  ======    ======  ======    ======   ======
Options exercisable 
  at year-end          4,107   $ 7.48    3,871   $ 6.03    2,433    $15.47 
                       ======  ======    ======  ======    ======   ======
Average fair value 
  of options granted 
  during the year              $ 9.96            $ 4.63             $12.79 
                               ======            ======             ======

After the Distribution in 1996, restricted stock and the outstanding options
to purchase Premark common stock that were held by Premark officers and
employees continued to be solely for the purchase of Premark common stock. The
number of restricted shares was adjusted to maintain their value, and the
number and exercise price of outstanding stock options were adjusted in a
manner that maintained in the aggregate the excess of market value over
exercise price. This adjustment is reflected in the tables above as
"Adjustment due to Tupperware distribution." The number of shares and exercise
prices of outstanding stock options prior to the Distribution are reflected in
the above table at their historical amounts. Restricted stock and options that
were held by Tupperware officers and employees were canceled.

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions for
1997, 1996 and 1995, respectively: dividend yield of 1.3%, 1.6% and 2.0%;
average risk-free interest rate of 6.1%, 6.4% and 5.8%; expected volatility of
26%, 25% and 25%; and expected option life of 5.1 years for all years.

Shares subject to option as of December 27, 1997, are summarized below:

(Thousands of 
  shares)               Options Outstanding         Options Exercisable
                -------------------------------     -------------------
Range of           Shares   Average     Average        Shares   Average
Exercise          Subject    Option   Remaining       Subject    Option
Prices          to Option     Price        Life     to Option     Price
--------        ---------   -------   ---------     ---------   -------
$1.72 - $5.04       2,053    $ 3.87   3.8 years       2,053     $ 3.87 
$8.50 - $13.27      3,257     11.51   6.9             2,041      11.06 
$15.25 - $32.35     2,335     21.04   8.8                13      16.00 
                    -----                             -----
                    7,645    $12.37   6.7             4,107     $ 7.48 
                    =====    ======   =========       =====     ======

If the company had determined compensation cost based on the fair value at the
grant dates for the 1997, 1996 and 1995 stock option grants consistent with
SFAS No. 123, the company's net earnings and earnings per share from
continuing operations would have been reduced to the pro forma amounts indicated
below:



(In millions,                           Dec. 27,   Dec. 28,   Dec. 30,
  except per share amounts)                 1997       1996       1995 
                                        ---------  ---------  ---------
 
Net income from continuing operations:
  Reported                              $  103.8   $   56.7   $   78.9
  Pro forma                                100.4       54.0       78.6
Net income from continuing operations
   per share, assuming dilution:
    Reported                            $   1.59   $   0.89   $   1.26
    Pro forma                               1.54       0.84       1.25

The above pro forma amounts assume the application of SFAS No. 123 beginning
with the 1995 grants. Prior years' amounts are not representative of the
effects on reported net income for future years as stock compensation expense
is amortized over the three-year vesting period. As a result, 1997 is the
first year in which three years of amortization of stock compensation expense
is reflected. 

NOTE 11 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 and laminate flooring,
ceramic tile and hardwood flooring (prior to the sale of Hartco in June 1996);
and the Consumer Products Group - home appliances, direct-to-the-home products
and physical fitness equipment.

(In millions)                               1997       1996       1995 
                                        ---------  ---------  ---------
Net sales
  Food Equipment Group:   
    United States                       $  748.0   $  728.1   $  710.8 
    Europe                                 430.1      414.3      442.2 
    Other International                    107.9       96.0       84.8 
                                        ---------  ---------  ---------
Total Food Equipment Group               1,286.0    1,238.4    1,237.8 
Decorative Products Group                  790.2      730.4      686.6 
Consumer Products Group                    330.6      298.8      289.0 
                                        ---------  ---------  ---------
Total net sales                         $2,406.8   $2,267.6   $2,213.4 
                                        =========  =========  =========

Segment profit 
  Food Equipment Group:
    United States                       $   66.1   $   63.8   $   71.1 
    Europe                                   2.7        6.2       15.5 
    Other International                      3.1        7.9        5.3 
                                        ---------  ---------  ---------
  Total Food Equipment Group                71.9       77.9       91.9 
  Decorative Products Group                 82.4       28.5       50.4 
  Consumer Products Group                   36.3       32.6       25.3 
                                        ---------  ---------  ---------
Total segment profit                       190.6      139.0      167.6 
  Unallocated expenses                     (11.0)     (16.8)     (22.7)
  Interest expense, net                     (4.9)      (9.3)     (24.6)
                                        ---------  ---------  ---------
Income from continuing operations 
  before income taxes                   $  174.7   $  112.9   $  120.3
                                        =========  =========   ========= 

Identifiable assets
  Food Equipment Group:
    United States                       $  474.4   $  401.3   $  390.8 
    Europe                                 285.0      231.6      246.1 
    Other International                     67.2       58.0       49.8 
                                        ---------  ---------  ---------
  Total Food Equipment Group               826.6      690.9      686.7 
  Decorative Products Group                585.9      525.8      624.5 
  Consumer Products Group                  163.9      149.8      139.0 
  Corporate                                189.4      294.3       95.9 
                                        ---------  ---------  ---------
Total identifiable assets               $1,765.8   $1,660.8   $1,546.1 
                                        =========  =========  =========

Depreciation and amortization
  Food Equipment Group:
    United States                       $   16.8   $   16.2   $   16.9 
    Europe                                   9.0        8.0        8.5 
    Other International                      2.1        1.5        1.0 
                                        ---------  ---------  ---------
  Total Food Equipment Group                27.9       25.7       26.4 
  Decorative Products Group                 31.7       35.3       37.4 
  Consumer Products Group                    6.7        5.5        5.3 
  Corporate                                  1.6        1.6        2.3 
                                        ---------  ---------  ---------
Total depreciation and amortization     $   67.9   $   68.1   $   71.4 
                                        =========  =========  =========

Capital expenditures
  Food Equipment Group:
    United States                       $   20.2   $   22.2   $   26.9 
    Europe                                   6.9        7.5        6.5 
    Other International                      3.8        6.2        2.3 
                                        ---------  ---------  ---------
  Total Food Equipment Group                30.9       35.9       35.7 
  Decorative Products Group                 39.2       36.1       40.9 
  Consumer Products Group                   10.9       12.0        8.6 
  Corporate                                  0.4        0.1        0.5 
                                        ---------  ---------  ---------
Total capital expenditures              $   81.4   $   84.1   $   85.7 
                                        =========  =========  =========

The Decorative Products and Consumer Products Groups operate primarily in the
United States. Sales to a single customer did not exceed 10% of total sales.
Export sales were $149.1 million, $152.8 million and $124.6 million in 1997,
1996 and 1995, respectively. In the Decorative Products Group, the only class
of products that accounted for more than 10% of consolidated sales was
decorative laminates with sales of approximately $508 million in 1997, $458
million in 1996 and $426 million in 1995. In the Food Equipment Group, service
revenue accounted for $379 million, $372 million and $363 million of sales for
the years 1997, 1996 and 1995, respectively. The cost of sales associated with
these service revenues was $204 million, $201 million and $202 million in
1997, 1996 and 1995, respectively.

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 27, 1997, the
company's net investment in international operations was $265.1 million.


NOTE 12 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 $10 million to $31
million as of December 27, 1997. The company anticipates that any necessary
expenditures would be made over the next 10 years. As of December 27, 1997,
the company had accruals of $13.5 million for these matters. The company has
not recorded any significant claims against third parties associated with
these accruals. 

As of December 27, 1997, the company had an accrual of $40.3 million recorded
for the estimated costs of adhesive claims against its Wilsonart subsidiary.
Also recorded were assets totaling $10.4 million representing future amounts
expected to be reimbursed by its insurer for these claims.

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 13 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 27, 1997, and
December 28, 1996.

(In millions, except              First     Second      Third     Fourth
  per share amounts)            Quarter    Quarter    Quarter    Quarter
                                -------    -------    -------    -------
Year ended December 27, 1997
Net sales                       $545.6     $594.4     $601.4     $665.4
Cost of products sold            342.2      371.1      376.4      436.1
Net income                        20.8       28.3       33.9       20.8
Net income per share              0.33       0.46       0.54       0.34
Net income per share - 
  assuming dilution               0.32       0.43       0.52       0.32
Dividends declared per share      0.08       0.09       0.09       0.09
Composite stock price range:
  High                            23 7/8     30        32 15/16   33 1/8
  Low                             20 7/8     19 5/8    26 3/4     25 3/16
  Close                           20 7/8     26 3/4    32 7/16    27 9/16

Year ended December 28, 1996
Net sales                        $528.7     $565.7    $563.2     $610.0
Cost of products sold             340.7      363.9     353.0      386.2
Income (loss) from 
  continuing operations            11.8      (17.3)     30.2       32.0
Net income                         44.6       12.1      30.2       32.0
Per share:
  Income (loss) from 
    continuing operations          0.19      (0.28)     0.49       0.51
  Net income                       0.73       0.20      0.49       0.51
Per share - assuming dilution:
  Income (loss) from 
    continuing operations          0.19      (0.27)     0.47       0.49 
  Net income                       0.71       0.19      0.47       0.49 
Dividends declared per share       0.27       0.30      0.08       0.08
Composite stock price range:
  High                             55 1/8     18 1/2*   20         24 1/4
  Low                              49 5/8     15 1/4*   16 3/8     18 7/8
  Close                            53 5/8     18 1/2*   19         22 7/8

*On May 31, 1996, Premark spun off its Tupperware business. Stock prices
reflect activity after May 20.

In the fourth quarter of 1997, the company recorded a $14.5 million pretax
charge for global restructuring at the Food Equipment Group.

In the second quarter of 1996, the company sold its Hartco Flooring
subsidiary. A pretax loss of $43.1 million ($38.6 million after tax or $0.60
per diluted share) was recognized as a result of the sale.


NOTE 14 SHAREHOLDERS' RIGHTS PLAN

In November 1996, the company replaced its shareholders' rights plan with a
new plan having a duration of 10 years, under which the company declared a
dividend of one Series A Junior Participating Preferred share purchase right
for each outstanding share of common stock. The company redeemed the common
share purchase rights declared under a ten-year rights agreement adopted in
March 1989. 

If an acquirer buys 15% or more of the company's stock, the plan allows other
shareholders to buy, with each right, additional company shares at a 50%
discount. If the company is acquired in a merger or other business combination
transaction, rights holders will be entitled to buy shares of the acquiring
company at a 50% discount. If an acquirer buys between 15% and 50% of the
company's outstanding stock, the company can exchange part or all of the
rights of other holders for shares of the company's stock on a one-for-one
basis, or shares of the Series A Junior Participating Preferred stock on a
one-for-one-hundredth basis. Before an acquirer buys 15% or more of the
company's common stock, the company may redeem the rights. The Board is
authorized to reduce the 15% threshold to not less than 10%. 

<PAGE>
<TABLE>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the three years ended December 27, 1997
<CAPTION>
(In millions)                                            Additions
                                                  ------------------------
                                                                   Charged 
                                   Balance at     Charged to      to Other                     Balance
                                    Beginning      Costs and     Accounts-     Deductions-      at End
Description                         of Period       Expenses      Describe       Describe    of Period
--------------------------------   ----------     ----------     ---------     -----------   ---------
<S>                                <C>            <C>            <C>           <C>           <C>
Allowance for doubtful accounts, 
  current and long term:
    Year ended December 27, 1997      $ 19.0         $  4.4           -         $ (4.2)<F1>    $ 19.2
                                                                                  (0.9)<F2> 
                                                                                   0.9 <F4>
    Year ended December 28, 1996      $ 20.2         $  5.5           -         $ (5.8)<F1>    $ 19.0
                                                                                  (0.4)<F2>
                                                                                  (0.5)<F3>
    Year ended December 30, 1995      $ 18.2         $  4.5           -         $ (3.4)<F1>    $ 20.2
                                                                                   0.5 <F2>
                                                                                   0.4 <F4>
Valuation allowance for deferred 
  tax assets:
    Year ended December 27, 1997      $ 16.5         $  6.2           -            -           $ 22.7
    Year ended December 28, 1996      $  7.3         $  9.2           -            -           $ 16.5
    Year ended December 30, 1995      $  6.9         $  0.4           -            -           $  7.3

<FN>
<F1> Represents write-offs less recoveries.
<F2> Foreign currency translation adjustment.
<F3> Business sold.    
<F4> Businesses acquired.
</TABLE>