EXHIBIT  13.
<TABLE>

<CAPTION>

                              SELECTED  FINANCIAL AND OTHER DATA
    (000 OMITTED, EXCEPT  PER SHARE DATA, NUMBER OF EMPLOYEES AND  SHAREHOLDERS OF RECORD)


<S>                              <C>         <C>          <C>         <C>          <C>

YEAR ENDED                       Dec. 28     Dec. 30      Dec. 31     Dec. 25      Dec. 26
                                   1996        1995         1994        1993         1992 
OPERATIONS
Net sales                        $1,406,400  $1,365,290   $1,511,362  $1,420,173   $1,275,447 
Operating income (loss) (1)          70,397     (23,656)     160,008     139,213      118,616 
Net income (loss) (1) (2)            29,912     (27,489)      91,072      84,181       31,068 
Net income (loss)
   per share (3)                 $     0.33
Average outstanding
   common and equivalent
   shares (3)                        90,974
Dividends declared per common
   share (3)                     $     0.16

FINANCIAL POSITION AT YEAR END
Total assets                     $  866,126  $  798,405   $  887,373  $  857,516   $  685,266 
Total debt                          269,515       3,320        3,510       6,063       31,502 
Working capital                      41,107      45,663       56,188     (10,177)     (50,790)
Parent investment and
    advances                                    496,230      555,703     502,199      350,799 
Common stock and other equity       140,657

OTHER DATA
Depreciation and amortization        30,533      29,118       34,910      33,583       31,542 
Capital expenditures                 49,468      27,214       37,471      40,605       45,508 
Number of employees (end of
   year)                              2,812       3,985        3,995       4,000        4,197 
Number of employees (average)         3,125       3,992        3,983       4,121        4,186 
Shareholders of record               64,867
</TABLE>



(1)    After deducting restructuring charges and asset write-downs and spinoff
transaction  costs  of $60,000,000 ($36,435,000 after tax)  or $0.40 per share
in  1996  and  after deducting  restructuring charges and asset write-downs of
$156,000,000  ($94,900,000  after  tax)  in    1995.  Also,  after  deducting
$6,800,000  ($4,310,000  after  tax)  in  1992  for increased ongoing expenses
resulting  from  the  adoption  of Statement of Financial Accounting Standards
("SFAS")  No.  106,  "Employers'  Accounting for Postretirement Benefits Other
Than  Pensions,"  effective  as  of  January    1,  1992.

(2)  Cumulative  effect  of  change  in  accounting  principle  amounted  to
$43,433,000  in  1992  from  initial  application  of  SFAS  No.  106.

(3)    Per share information is not presented for 1995 and prior years because
the  Company was not a publicly held company during such years.  Income (loss)
per share is presented for 1996, as the Company's common shares were issued on
August  15, 1996.  The calculation of income (loss) per share assumes that the
common  shares  and  common  share equivalents were outstanding for the entire
year.


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

BACKGROUND

The  Dial  Corporation  (the  "Company") is a leading producer and marketer of
personal  care,  detergent,  air  freshener  and  shelf-stable  food products.
Prior  to August 15, 1996, its consumer products business was conducted by The
Dial  Corp  ("the  Former  Parent") (now named Viad Corp) directly and through
certain  of  its  subsidiaries.    On that date, The Dial Corp contributed its
consumer  products business to the Company and distributed ("the Distribution"
or  "the  spinoff")  to the holders of its common stock all of the outstanding
common  stock  of  the  Company,  creating a new, independent, publicly traded
company.   A complete description of the Distribution is included in Form 10/A
(Amendment  No.  2),  declared  effective  by  the  Securities  and  Exchange
Commission  on  July  30,  1996.      All  references  to the Company refer to
operations  of the consumer products business conducted by The Dial Corp prior
to  August  15,  1996,  and  by  The Dial Corporation, the independent company
created  by  the  Distribution,  thereafter.

FINANCIAL  CONDITION

In the third quarter of 1996, the Company announced an administrative and line
of  business  reorganization  to  streamline its management and administrative
organization,  eliminate  approximately  250  positions, sell or discontinue a
number  of underperforming brands and exit the current corporate headquarters.
The  Company  recorded  restructuring  charges  and  asset write-downs of  $55
million  ($33.6  million after tax) in the third quarter of 1996 for severance
costs,  discontinuance  of  product  lines    and  building  exit  costs.
Approximately  $27.9  million  of  the  charge  related to inventories and was
included  in cost of products sold.  Approximately $15 million in reserves for
such  costs  remained at December 28, 1996.  These reserves are believed to be
adequate  and will be paid utilizing cash flow from operations.    The Company
estimates  that  the  1996 administrative reorganization will save the Company
approximately  $40  million  annually.

In  the  third quarter of 1995, the Company recorded restructuring charges and
asset  write-downs totaling $156 million  ($94.9 million after tax) to provide
for  a  business-based  reorganization  through  plant  closings,  work  force
reductions  and elimination of certain products.  The charges provided for the
closing  of  six  plants  (Clearing,  Illinois;  Burlington, Iowa; Auburndale,
Florida;  Omaha,  Nebraska; Memphis, Tennessee; and New Berlin, Wisconsin) and
the reduction of the work force by approximately 700 people, substantially all
of  whom were based in the plants that were closed. All six plants were closed
by  September 28, 1996.   Approximately $20.4 million of the charge related to
inventories  and  was  included  in cost of products sold.   Approximately $20
million  in  reserves  for  environmental  costs  and other plant post-closing
expenses  remained  at  December  28,  1996.  Such reserves are believed to be
adequate  and  are  expected  to  be paid utilizing cash flow from operations.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash flows from operating activities were $99.5 million in 1996, $90.3 million
in  1995 and $85.2 million in 1994, while capital expenditures for those years
were  $49.5  million,  $27.2  million and $37.5 million, respectively.   As of
December  28, 1996, there were no material contractual commitments for capital
expenditures.

The  Company's  capital  expenditures  generally  have  been  for  necessary
replacement  of  equipment  and for the expansion of capacity in manufacturing
facilities.    The  Company  intends  to    increase  the  amount  of  capital
expenditures  in 1997 and future years.  Capital spending is expected to shift
to  equipment  and    information systems that provide opportunities to reduce
manufacturing,  logistic  and  administrative  costs.  However, such plans are
dependent  on  the  availability  of  funds,  as well as the identification of
projects  with  sufficient returns.  As a result, there can be no assurance as
to  the  quantity  and  the  type  of  capital  spending  in  the  future.

The  Company's  financing  plan includes the sale of receivables to accelerate
cash flow.  Receivables sold but not yet collected under this plan at December
28,  1996,  and  December  30,  1995,  were  $74.9  million and $76.7 million,
respectively.

In conjunction with the strategy of the Company to expand its business through
internal  growth or acquisitions,  the Company is planning  an equity offering
of at least  $100 million during  1997.  The  Company anticipates the proceeds 
will be  used to pay down long-term debt, fund  capital  additions or  fund an 
acquisition of a business  or businesses.   However,  such  a  transaction  is 
dependent  upon   stock   market   conditions,  the  economy,  the   Company's 
performance,  acquisition  prospects and other factors. As a result, there can 
be no assurance when or in what form such a transaction will  occur.

For  the  foreseeable  future,  the  Company  believes  that cash generated by
operating  activities  will be sufficient to finance its capital expenditures,
pay  dividends  on  common stock and provide working capital for sales growth.
In  addition, the Company has available as of December 28, 1996, approximately
$80.5  million  under  its  long-term  credit  agreement for general corporate
purposes.

The Company intends to vacate its corporate headquarters in the Viad Tower and
move  to more economical office space in Scottsdale, Arizona,  during mid-year
1997.      The Company has  10 years remaining on the lease for the Viad Tower
space,  which  commits  the  Company  to  payments of approximately $2,676,000
annually  through  2006.      The  Company is actively marketing the space for
sublease.      Estimated  losses  on  this  lease  were  provided  for in  the
restructuring  charges  and asset write-downs recorded in the third quarter of
1996.

As  of  December 28, 1996, the Company had approximately $125.3 million in net
deferred  tax  benefits,  which  the  Company believes are fully realizable in
future  years.    The realization of such benefits will require average annual
taxable  income  of  approximately  $20.9 million over the next 15 years.  The
Company's  average  income  before  income taxes over the last three years was
approximately  $47.6  million.

RESULTS  OF  OPERATIONS

Basis  of  Management's  Discussion  and  Analysis

In  the  line  of  business  reorganization undertaken in the third quarter of
1996,  the  Company identified certain products and lines of business on which
it  intends  to  focus  the  resources  of the Company.  These businesses  are
retail branded products carrying the Dial, Purex, Renuzit and Armour names, as
well  as  the  Company's  international  line of business.  These products and
lines  of  business  were  identified  on  the  basis  of their profitability,
strength  in the marketplace and potential for growth.   The Company considers
these  products and lines of business to be its "core" business.  Accordingly,
the Company's plan is that all products and lines of business  outside of this
identified  core    will   be discontinued, sold or managed  to maximize their
near-term  cash  flow.

COMPARISON  OF  1996  WITH  1995

Revenues  for 1996 were $1,406.4 million, an increase of $41.1 million (or 3%)
over  1995 revenues of $1,365.3 million.   Operating income for 1996 was $70.4
million, an increase of approximately $94 million over the 1995 operating loss
of  $23.7  million.    Included  in  operating  income  for  1996 and 1995 are
restructuring  charges,  inventory  and other asset write-downs of $55 million
and  $156  million,  respectively.   Operating income before restructuring and
other  charges  for  1996 was $125.4 million, which was $6.9 million less than
1995  operating  income  before  restructuring  and  other  charges  of $132.3
million.    The following discussion of operating results excludes the effects
of  the  restructuring  and  other  charges  recorded  in  1996  and  1995.

The  Company's core business experienced revenue growth of 8.3%, driven by the
strong  performance  of Renuzit (up 47.9% over 1995), Dial (up 15% over 1995),
Armour  (up  14.5%  over  1995)  and  international  (up  29.5%  over  1995).

The  increases  in  revenues  on  these  businesses were driven by new product
introductions   (primarily, Renuzit Candles and the Dial Ultra Skin Care line)
and overall increases in marketplace consumption.  These increases were offset
by  a decline in Purex revenues of 9.6% as a result of the 15% price reduction
on  detergent  products  initiated  in  the  first quarter of 1996.  Consumers
responded  favorably to the new lower prices, as Purex standard case shipments
for  1996  increased  approximately  8%.

Revenue declines in the Company's noncore businesses offset much of the growth
in  the core business.  Noncore revenues in 1996 of approximately $152 million
declined  approximately  $46 million (or 23%) from 1995 levels.  Approximately
$41  million  of  this decline was from products that are  being discontinued.
The  Company  expects  that  revenues from noncore businesses will continue to
decline  over  the next 12 months.  The operating loss from noncore businesses
in 1996 was $20.2 million, which was $8.4 million more than the operating loss
on  noncore  businesses  in  1995.

Gross    profits  declined $2.3 million, from $656.1 million in 1995 to $653.8
million  in  1996.    Included  in  cost of products sold in 1996 and 1995 are
charges for the write-down of discontinued product inventories associated with
the product line and  line of business reorganizations in those years of $27.9
million  and  $20.4  million,  respectively.    Excluding those charges, gross
profit  margins  declined from 49.6% in 1995 to 48.5% in 1996.  The decline in
the gross profit percentage is  comprised of a 2.6% decline as a result of the
Purex  price  reduction  initiative,  offset by a 1.5% improvement in  cost of
products sold.    The improvement in cost of products sold was driven by lower
costs  resulting  from  the 1995 manufacturing restructuring and  efficiencies
from  greater  production  volumes  resulting  from  increased  sales.

Selling,  general  and administrative expenses were $556.3 million in 1996, an
increase  of  $12.1 million (or 2.2%) over 1995 levels.  The increase  was the
result  of  increases  in  marketing  and selling expenses of $8.5 million and
administrative  costs  of  $3.6  million.

The  increase  in  marketing  and  selling  expenses  resulted  from increased
marketing  support  of approximately $27 million for existing Dial and Renuzit
branded  products  and introductory marketing expenditures supporting  Renuzit
Candles  and  the  Dial  Ultra  Skin Care line. These increases were offset by
lower  trade  promotion  expenditures  of  $24 million on Purex, which were no
longer  necessary    as  a  result  of  the price reduction taken in the first
quarter  of  1996.     The remainder of the increases in selling and marketing
expenses  was caused by higher selling expenses as a result of the increase in
sales  volume  due  to  the  new  product  introductions.

The  majority  of the increase in general and administrative expenses reflects
incremental  costs  associated with being a public company.  These incremental
costs  were    incurred for only the portion of the year immediately preceding
and  subsequent  to the Distribution.  Had such costs been incurred for a full
year,  an  additional  $3.6  million  in  expense  would  have  been recorded.

Interest  expense  decreased  $5.4 million in 1996 compared to 1995, resulting
from  lower  interest-bearing  advances  to the Company from its Former Parent
company.     This decrease was offset by a $2.9 million increase in  accretion
costs  related  to Armour employee benefit liabilities assumed from the Former
Parent  company.

The  effective  tax rate for 1996 was approximately 29.5%, down from 41.5% for
the  comparable  period  in  1995.   The decrease in the effective rate is the
result  of a one-time tax benefit of $4 million (9.5%) recognized in 1996 from
the  revaluation  of  the Company's deferred tax benefits for the higher state
tax rate that the Company will incur after the spinoff.  In addition,  in 1996
the Company had income from certain  foreign operations,  which is not subject
to    taxation.

The  sustainable combined federal and state effective income tax rate for 1997
is  expected  to  approximate  39%.

COMPARISON  OF  1995  WITH  1994

Revenues of $1.4 billion in 1995 were down $146.1 million or 10% from those of
1994.  The  revenue  decrease was due to the completion of the 1995 program to
effect  reductions  of  trade customers' inventories. This initiative, coupled
with  more  rapid  replenishment  as  consumers  purchase the products off the
shelf,  addresses  the  retailers'  increased  emphasis  on efficient consumer
response.  In  addition,  a  sales  shortfall  of  $54.1 million in the fourth
quarter  of  1995  resulted  from  a  softness in orders due to the effects of
reduced  promotional  programs  in  connection  with  the 1995 trade inventory
reduction  initiative,  as  well as certain orders received late in the fourth
quarter that were deferred and shipped in the first quarter of 1996 to achieve
efficiency in  the  distribution network. A planned reduction of microwaveable
meals  volume  and  other discontinued low margin products also contributed to
the  variance.

The  Company  reported  an  operating  loss  of $23.7 million for 1995, versus
operating  income   of $160 million  for 1994.  Included in the operating loss
for  1995  are  restructuring,  discontinued  inventories  and  other  asset
write-downs    of  $156  million.    Operating  income  for  1995,  excluding
restructuring,  discontinued  inventories  and  other  asset  write-downs, was
$132.3 million.  On the same basis, operating margins declined to 9.7% in 1995
from  10.6%  in 1994, as the effects of the volume shortfall  more than offset
the  initial cost savings from the inventory reduction program.  The following
discussion  of  operating  results  excludes  the  effect of the restructuring
charges  and  asset  write-downs  recognized  in  1995.

As  noted  above, revenues in 1995 declined approximately 10% from 1994 levels
as a result of the trade inventory reduction plan.  This decline was evidenced
across  all franchises.  Dial franchise revenues declined $42.2 million, Purex
franchise revenues declined $53.7 million, Renuzit franchise revenues declined
$10.9  million,  and  Armour franchise revenues declined $43.1 million.  These
shortfalls were only partially offset by growth in the Company's international
line  of  business.  Gross  profits for 1995 (before restructuring charges and
asset  write-downs)  were  approximately  $676.5  million (49.6% of revenues),
compared  to  1994  gross  profits of $765.4 million (50.6% of revenues).  The
decline  in  gross  profit  percentage was the result of less efficient  plant
utilization  from  lower  production  volumes.

Selling,  general  and  administrative expenses were $544.2 million in 1995, a
reduction  of  $61.2 million from selling, general and administrative expenses
of $605.4 million in 1994.  Trade promotion and selling expenses for 1995 were
$35  million lower than in 1994 as a result of the lower sales volumes and the
reduction  in  trade  promotional  spending  as    part of the trade inventory
reduction  program.    General  and  administrative  expenses were $26 million
lower  in 1995 than in 1994. The decrease  resulted from aggressive reductions
in  all  administrative  categories,  such  as  headcount, consulting, travel,
incentive  payments and other discretionary items, in light of the lower sales
volumes    experienced  during  the  year.

The  increase  in  interest  expense of $10.9 million in 1995 compared to 1994
resulted  from higher interest-bearing advances to the Company from its Former
Parent  company  and  increases  in  the  prime  lending  rate.

Excluding  the effects of the restructuring charges and asset write-downs, the
1995  effective  income  tax  rate  was  38.4%    compared  to  38.3% in 1994.


------------------------------------------------------------------------------
SAFE  HARBOR  ACT  STATEMENT

The  Company  has  made,  and  may  continue  to make, various forward-looking
statements  with  respect  to  its  financial  position,  business  strategy,
projected  costs,  projected  savings, and plans and objectives of management.
Such  forward-looking  statements are identified by the use of forward-looking
words  or  phrases  such  as  "anticipates,"  "intends,"  "expects,"  "plans,"
"believes,"  "estimates,"  or  words  or  phrases  of  similar  import.  These
forward-looking  statements  are  subject  to numerous assumptions, risks, and
uncertainties,  and  the statements looking forward beyond 1997 are subject to
greater  uncertainty  because  of  the  increased  likelihood  of  changes  in
underlying  factors  and  assumptions.  Actual results could differ materially
from  those  anticipated  by  the  forward-looking  statements.

In  addition  to  factors  previously  disclosed  by  the  Company and factors
identified  elsewhere  herein,  the factors described in the Company's Form 10
(under  the  caption  "Risk  Factors")   could  cause actual results to differ
materially  from  such  forward-looking statements. All subsequent written and
oral forward-looking statements attributable to the Company, or persons acting
on  behalf  of  the  Company,  are  expressly  qualified  in their entirety by
reference  to  such  factors.

The  Company's  forward-looking  statements represent its judgment only on the
dates  such statements are made. By making any forward-looking statements, the
Company  assumes  no  duty  to  update  them  to  reflect  new,  changed,  or
unanticipated  events  or  circumstances.

------------------------------------------------------------------------------

         MANAGEMENT'S REPORT ON RESPONSIBILITY FOR FINANCIAL REPORTING

The  management  of  The Dial Corporation has the responsibility for preparing
and  assuring  the  integrity  and  objectivity  of the accompanying financial
statements  and  other  financial  information  in this report.  The financial
statements  were  prepared  using  generally  accepted  accounting  principles
consistently  applied.    The financial statements  reflect, where applicable,
management's  best  estimates  and  judgments  and  include  disclosures  and
explanations that are relevant to an understanding of the financial affairs of
the  Company.

The Company's financial statements have been audited by Deloitte & Touche LLP.
Management  has  made  available to Deloitte & Touche LLP all of the Company's
financial  records  and  other  relevant  data  and  has  made appropriate and
complete  written  and oral representations and disclosures in connection with
the  audit.

Management  has established and maintains a system of internal control that is
designed  to provide reasonable assurance that transactions are authorized and
properly  recorded,   that assets are protected and that materially inaccurate
financial  reporting  is prevented and detected.   The appropriate segregation
of  responsibilities  and careful selection of employees are components of the
system  of  internal  controls.   The internal control system is independently
monitored  and  evaluated  by an extensive and comprehensive internal auditing
program.

The  Board  of  Directors,  acting  through  its Audit Committee, oversees the
adequacy  of  the Company's internal control environment.  The Audit Committee
meets  regularly  with management representatives and, jointly and separately,
with representatives of Deloitte & Touche LLP and internal auditing management
to  review  accounting,  auditing  and  financial  reporting  matters.





\s\  Malcolm  Jozoff                    \s\  Lowell  Robertson
     Malcolm  Jozoff                         Lowell  Robertson
     Chairman,  President and                Senior Vice President  and
     Chief  Executive  Officer               Controller




                         INDEPENDENT AUDITORS' REPORT



To  the  Shareholders  and  Board  of  Directors  of  The  Dial  Corporation:

We  have  audited  the  accompanying  consolidated  balance sheets of The Dial
Corporation  as  of  December  28, 1996 and December 30, 1995, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each  of  the three fiscal years in the period ended December 28, 1996.  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  audits.

We  conducted  our  audits  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 audits provide a reasonable basis
for  our  opinion.

In  our opinion, such consolidated financial statements present fairly, in all
material  respects,  the  financial  position  of  The  Dial Corporation as of
December 28, 1996 and December 30, 1995, and the results of its operations and
its cash flows for each of the three fiscal years in the period ended December
28,  1996  in  conformity  with  generally  accepted  accounting  principles.




\s\  Deloitte  &  Touche  LLP
     Deloitte  &  Touche  LLP
     Phoenix,  Arizona
     February  14,  1997





<TABLE>

<CAPTION>

                               THE DIAL CORPORATION
                            CONSOLIDATED BALANCE SHEET
                                   (000 omitted)

<S>                                                  <C>             <C>

                                                     December 28,    December 30,
                                                        1996            1995
                                                     --------------  -------------
ASSETS                                               
Current Assets:
  Cash and cash equivalents                          $      14,102   $       5,884
  Receivables, less allowance of $3,170 and $3,826          28,689          39,647
  Inventories                                              139,492         153,813
  Deferred income taxes                                     61,379          32,301
  Other current assets                                       4,119           3,418
                                                     --------------  -------------

     Total current assets                                  247,781         235,063

Property and equipment                                     226,551         201,076
Deferred income taxes                                       63,918          26,881
Intangibles                                                325,739         334,708
Other assets                                                 2,137             677
                                                     --------------  -------------
                                                     $     866,126   $     798,405
                                                     ==============  =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Trade accounts payable                             $      91,341   $      79,502
  Income taxes payable                                       7,188           2,765
  Other current liabilities                                108,145         107,133
                                                     --------------  -------------

     Total current liabilities                             206,674         189,400

Long-term debt                                             269,515           2,453
Pension and other benefits                                 233,306         103,137
Other liabilities                                           15,974           7,185
                                                     --------------  ------------- 
     Total liabilities                                     725,469         302,175
                                                     --------------  -------------

Commitments and contingencies (Notes L and O)

Shareholders' Equity:
  Common stock, $.01 par value, 300,000,000 shares
    authorized, 95,638,532 shares issued                       956 
  Additional capital                                       247,209 
  Retained deficit                                         (20,308)
  Unearned employee benefits                               (87,129)
  Cumulative translation adjustment                            575 
  Treasury stock, 49,399 shares held                          (646)
  Parent investment and advances                                           496,230
                                                     --------------  -------------
     Total shareholders' equity                            140,657         496,230
                                                     --------------  -------------
                                                     $     866,126   $     798,405
                                                     ==============  =============
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
<TABLE>

                              THE DIAL CORPORATION
                      STATEMENT OF CONSOLIDATED OPERATIONS
                      (000 omitted, except per share data)
<CAPTION>



<S>                                 <C>            <C>             <C>

                                                    Year Ended
                                    --------------------------------------------                               
                                    December 28,   December 30,    December 31,
                                        1996           1995            1994
                                    -------------  --------------  ------------- 

Net sales                           $   1,406,400  $   1,365,290   $   1,511,362
                                    -------------  --------------  -------------

Costs and expenses:
   Cost of products sold                  724,683        688,776         745,963
   Write down of discontinued
    product inventories                    27,924         20,400 
                                    -------------  --------------  -------------              

                                          752,607        709,176         745,963

  Selling, general and
  administrative expenses                 556,320        544,170         605,391
  Restructuring charges and
  other asset  write-downs                 27,076        135,600 
                                    -------------  --------------  -------------              
                                        1,336,003      1,388,946       1,351,354
                                    -------------  --------------  -------------
                                    
Operating income (loss)                    70,397        (23,656)        160,008
                                    -------------  --------------  -------------
                                    
Spinoff transaction costs                   5,000
Interest and other expenses                22,974         23,360          12,468
                                    -------------  --------------  -------------
                                           27,974         23,360          12,468
                                    -------------  --------------  -------------
                                    
Income (loss) before income taxes          42,423        (47,016)        147,540
Income taxes (benefit)                     12,511        (19,527)         56,468
                                    -------------  --------------  -------------
NET INCOME (LOSS)                   $      29,912  $     (27,489)  $      91,072
                                    =============  ==============  =============

NET INCOME PER SHARE                $        0.33
                                    =============                               

Average outstanding common
 and  equivalent shares                    90,974
                                    =============                               
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
<TABLE>

                                          THE DIAL CORPORATION
                                  STATEMENT OF CONSOLIDATED CASH FLOWS
                                             (000 omitted )
<CAPTION>



<S>                                                      <C>             <C>             <C>

                                                                     Year Ended
                                                         ----------------------------------------------
                                                         December 28,    December 30,    December 31,
                                                             1996            1995            1994 
                                                         --------------  --------------  --------------
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
Net income (loss)                                        $      29,912        ($27,489)  $      91,072 
Adjustments to reconcile net income (loss) to net cash
 provided by operating activities:
  Depreciation and amortization                                 30,533          29,118          34,910 
  Deferred income taxes                                           (965)        (34,733)            875 
  Restructuring charges and asset write-downs                   55,000         156,000 
  Change in operating assets and liabilities:
   Receivables                                                  12,766          69,202         (23,453)
   Inventories                                                  (7,763)        (10,005)           (542)
   Trade accounts payable                                       11,839         (22,356)          3,182 
   Other assets and liabilities, net                           (31,870)        (69,429)        (20,801)
                                                         --------------  --------------  --------------

Net cash provided by operating activities                       99,452          90,308          85,243 
                                                         --------------  --------------  --------------

CASH FLOWS PROVIDED (USED) BY INVESTING  ACTIVITIES:
Capital expenditures                                           (49,468)        (27,214)        (37,471)
Acquisition of business, net of cash acquired                                  (23,558)
Proceeds from sales of property and equipment                      128           7,099           1,313 
                                                         --------------  --------------  --------------

Net cash used by investing activities                          (49,340)        (43,673)        (36,158)
                                                         --------------  --------------  --------------

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
Net payments on long-term borrowings                           (13,488)           (491)           (495)
Net change in short-term bank loans                               (317)            301          (2,058)
Net change in receivables sold                                  (1,808)        (14,290)         (6,000)
Dividends paid on common stock                                 (14,365)
Cash proceeds from stock options                                 2,779 
Cash transfers to parent, net                                  (14,695)        (32,168)        (35,829)
                                                         --------------  --------------  --------------
Net cash used by financing activities                          (41,894)        (46,648)        (44,382)
                                                         --------------  --------------  --------------

Net increase (decrease) in cash and cash equivalents             8,218             (13)          4,703 
Cash and cash equivalents, beginning of year                     5,884           5,897           1,194 
                                                         --------------  --------------  --------------
CASH AND CASH EQUIVALENTS, END OF YEAR                   $      14,102   $       5,884   $       5,897 
                                                         ==============  ==============  ==============
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
<TABLE>

                                                    THE DIAL CORPORATION
                                       STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY
                                                       (000 omitted )
<CAPTION>



<S>                            <C>           <C>          <C>        <C>         <C>            <C>          <C>


                                                          
                                   Common Stock                      
                               -------------------------                          Unearned     Cumulative     Parent 
                                                          Additional   Retained   Employee     Translation   Investment   
                                 Shares        Amount      Capital     Deficit    Benefits      Adjustment   and Advances
                               ------------  -----------  ---------  ----------  -------------  -----------  --------------
BALANCE, JANUARY 1, 1994                                                                                     $     502,199 

    Net income                                                                                                      91,072 
    Payments to parent                                                                                             (37,568)
                               ------------  -----------  ---------  ----------  -------------  ---------    --------------
                                                                                                                           
BALANCE, DECEMBER 31, 1994                                                                                         557,703 

    Net income                                                                                                     (27,489)
    Payments to parent                                                                                             (31,984)
                               ------------  -----------  ---------  ----------  -------------  -----------  --------------

BALANCE, DECEMBER 30, 1995                                                                                         496,230 

    Net income                                                                                                      35,855 
    Payments to parent                                                                                             (14,695)
                               ------------  -----------  ---------  ----------  -------------  ----------   --------------

BALANCE PRIOR TO SPINOFF,
    AUGUST 15, 1996                                                                                                517,390 

    Spinoff capitalization           95,346          953    237,664                   (81,379)                    (517,390)
                               ------------  -----------  ---------  ----------  -------------  -----------  --------------

BALANCE AFTER  SPINOFF,
    AUGUST 15, 1996                  95,346          953    237,664                   (81,379)               $       ----- 
                                                                                                                           
    Exercise of stock options           293            3      3,165                                                        
    Translation adjustment                                                                              575                
    Dividends on common stock                                          (14,365)                                            
    Change in unearned                                                                                                    
    employee benefits                                       6,380                    (5,750)                             
    Net loss                                                            (5,943)                                            
                               ------------  -----------  ---------  ----------  -------------  -----------  --------------
BALANCE, DECEMBER 28, 1996           95,639  $       956  $ 247,209  $ (20,308)  $    (87,129)  $       575  $       ----- 
                               ============  ===========  =========  ==========  =============  ===========  ==============


<S>                            <C>         <C>


                               Common
                               Stock in
                               Treasury    Total
                               ----------  ----------

BALANCE, JANUARY 1, 1994                   $ 502,199 

    Net income                                91,072 
    Payments to parent                       (37,568)
                               ---------   ----------

BALANCE, DECEMBER 31, 1994                   555,703 

    Net income                               (27,489)
    Payments to parent                       (31,984)
                               ---------   ----------

BALANCE, DECEMBER 30, 1995                   496,230 

    Net income                                35,855 
    Payments to parent                       (14,695)
                               ---------   ----------

BALANCE PRIOR TO SPINOFF,
    AUGUST 15, 1996                          517,390 

    Spinoff capitalization                  (360,152)
                               ---------   ----------

BALANCE AFTER  SPINOFF,
    AUGUST 15, 1996                          157,238 

    Exercise of stock options       (389)      2,779 
    Translation adjustment                       575 
    Dividends on common stock                (14,365)
    Change in unearned
      employee benefits             (257)        373 
    Net loss                                  (5,943)
                               ----------  ----------
BALANCE, DECEMBER 28, 1996     $    (646)  $ 140,657 
                               ==========  ==========
</TABLE>


                         See  Notes  to  Consolidated  Financial  Statements.




                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FISCAL YEARS ENDED DECEMBER 28, 1996; DECEMBER 30, 1995;
                             AND DECEMBER 31, 1994

NOTE  A.    BASIS  OF  PREPARATION

On  July  25,  1996,  the  Board  of  Directors  of The Dial Corp ("the Former
Parent")  declared  a dividend (the "Distribution" or "the spinoff") to effect
the  spinoff  of  its  Consumer  Products  Business.  The dividend was paid on
August  15,  1996,  to shareholders of record as of August 5, 1996.  Each Dial
shareholder  received  a  dividend  of  one  share of common stock of The Dial
Corporation  ("the Company"), which, after the Distribution, owns and operates
the  Consumer  Products  Business  previously  conducted by the Former Parent.
Concurrently  with the Distribution, the name of the Former Parent was changed
to  Viad  Corp.

The  Consolidated Financial Statements present the financial position, results
of  operations and cash flows of the divisions and subsidiaries comprising The
Dial  Corporation,  as  if  it  had  been  formed as a separate entity for all
periods presented.  Dial's historical cost basis of the assets and liabilities
have  been  carried over to the new company.  Concurrent with the spinoff, the
Company  was  capitalized through settlement of The Dial Corp's investment and
advances  account  of  $517.4  million  by  the  assumption of $280 million of
long-term  debt  and  $80.2  million  (net of income taxes) in Armour employee
benefit  liabilities,  with  the  net  amount  remaining  of  $157.2  million
comprising  the  Company's   shareholders' equity as of the spinoff date.  All
material  intercompany balances and transactions among the entities comprising
the  Company  have  been  eliminated.

NOTE  B.      SIGNIFICANT  ACCOUNTING  POLICIES

The  Consolidated  Financial  Statements  are  prepared  in  accordance  with
generally  accepted  accounting  principles,  which require management to make
estimates  and  assumptions  that  affect  the  reported amounts of assets and
liabilities  and  disclosures  at the date of the financial statements and the
reported  amounts  of  revenues  and  expenses  during  the  reporting period.
Actual  results  could  differ  from  those  estimates.

The  Company's  fiscal  year  ends  on the last Saturday closest to the end of
December.      Fiscal  years 1996  and 1995 consisted of 52 weeks, and  fiscal
year  1994  consisted  of  53  weeks.

REVENUE  RECOGNITION.   Sales are recorded at the time products are shipped to
trade  customers.


MAJOR  CUSTOMERS.      Major  customers are defined as those that individually
accounted  for  more  than  10%  of  the  Company's  sales.   Sales to a major
customer  accounted  for  16%, 13% and 12% of the Company's net sales in 1996,
1995  and  1994,  respectively.

MARKETING AND RESEARCH AND DEVELOPMENT COSTS.   All expenditures for marketing
and research and development are charged against earnings in the year incurred
and are reported in the Statement of Consolidated Operations under the caption
"Selling,  general  and administrative expenses."  Marketing costs include the
costs  of  advertising  and  various  sales  promotional  programs.

CASH  EQUIVALENTS.    The Company considers all highly liquid investments with
original  maturities  of  three months or less from the date of purchase to be
cash  equivalents.

INVENTORIES.    Generally,  inventories are stated at the lower of cost (first
in,  first  out  and  average  cost  methods)  or  market.

IMPAIRMENT  OF LONG-LIVED ASSETS.   In the fourth quarter of 1995, the Company
elected  the  early  adoption  of  Statement of Financial Accounting Standards
(SFAS)  No.  121,  "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  be  Disposed Of."  The adoption of SFAS No. 121 had no
material  effect  on  the  Consolidated  Financial  Statements.   SFAS No. 121
establishes  the  accounting standards for the impairment of long-lived assets
that  are  to  be  held  and  used  and  for  long-lived  assets  and  certain
identifiable  intangibles  that  are  to  be  disposed  of.

In  accordance  with  the  provisions of SFAS No. 121, the Company reviews the
carrying  values  of  its  long-lived  assets and identifiable intangibles for
possible  impairment whenever events or changes in circumstances indicate that
the carrying amount of assets to be held and used may not be recoverable. SFAS
No.  121  requires  that  for  assets  to be held and used, if the sum of  the
expected future undiscounted cash flow is less than the carrying amount of the
asset,  an  impairment  loss  should  be recognized, measured as the amount by
which the carrying amount exceeds the fair value of the asset.   For assets to
be disposed of, the Company reports long-lived assets and certain identifiable
intangibles  at the lower of carrying amount or  fair value less cost to sell.


PROPERTY  AND  EQUIPMENT.    Property and equipment are stated at cost, net of
impairment  write-downs.

Depreciation  is  provided  principally  by use of the straight-line method at
annual  rates  as  follows:

Buildings                                 2%  to  5%
Machinery  and  other  equipment          5%  to  33%
Software                                  33%
Leasehold  improvements                   Lesser of lease term or useful life

INTANGIBLES.    Intangibles are carried at cost less accumulated amortization.
Intangibles  that  arose  prior to November 1, 1970, as a result of the Former
Parent's initial investment in the Company are not being amortized.   Goodwill
arising on or after November 1, 1970, is amortized on the straight-line method
over  the  periods  of  expected  benefit  but  not  in  excess  of  40 years.
Trademarks  are  amortized  on  the  straight-line method over 40 years.   The
customer  list  that   arose  from the acquisition of Purex is being amortized
over  30  years.      The Company evaluates the carrying value of goodwill and
other intangible assets at each reporting period  for   possible impairment in
accordance with the provisions of SFAS No. 121 described above.   Prior to the
adoption  of  SFAS  No.  121, the Company evaluated the possible impairment of
goodwill  and  other  intangible  assets  based  on the undiscounted projected
operating  income  of  the  related  business  unit.

PENSION  AND  OTHER  BENEFITS.   Trusteed, noncontributory pension plans cover
substantially all employees, with benefit levels supplemented in most cases by
defined  matching  common  stock  contributions  to employees' 401 (k)  plans.
Defined  benefits  are  based  primarily  on final average salary and years of
service.     Funding policies provide that payments to defined benefit pension
trusts  shall  be at least equal to the minimum funding required by applicable
regulations.

The  Company has defined benefit postretirement plans that provide medical and
life  insurance  for  eligible  retirees  and  dependents.      The  related
postretirement  benefit  liabilities  are  recognized  over  the  period  that
services  are  provided  by  employees.

FOREIGN  CURRENCY  TRANSLATION.    In  accordance  with SFAS No. 52,  "Foreign
Currency  Translation,"  the  assets  and liabilities of the Company's foreign
subsidiaries  are  translated into U.S. dollars at exchange rates in effect at
the  balance sheet date. Resulting unrealized translation gains and losses are
included    in  shareholders' equity.   Income and expense items are converted
into  U.S.  dollars  at  average rates of exchange prevailing during the year.

STOCK-BASED COMPENSATION.  In October 1995, the Financial Accounting Standards
Board  issued  SFAS  No. 123, "Accounting for Stock-Based Compensation."  SFAS
No.  123 defines a fair-value based method of accounting for an employee stock
option  or  similar  equity  instrument.     As permitted by SFAS No. 123, the
Company  has  elected  to  continue  to  measure  cost  for  its  stock-based
compensation  plans  using  the  intrinsic-value  based  method  of accounting
prescribed  by  Accounting  Principles  Board  Opinion No. 25, "Accounting for
Stock  Issued  to  Employees."    See  Note  N  to  the Consolidated Financial
Statements  for  additional  information  concerning stock-based compensation.

NET  INCOME (LOSS) PER COMMON SHARE.     Net income (loss) per common share is
computed  by  dividing  net  income  (loss)  by the weighted average number of
common shares outstanding during the year after giving effect to stock options
considered to be dilutive common stock equivalents.   Fully diluted net income
(loss)  per  common  share is not materially different from primary net income
(loss)  per  common share.    The average outstanding and equivalent shares do
not  include  shares  held by the Employee Equity Trust (the "Trust").  Shares
held  by  the  Trust  are not considered outstanding for net income (loss) per
share  calculations  until  the  shares  are  released  from  the  Trust.

At  December 28, 1996, there were 95,638,532 shares of common stock issued and
89,918,315 shares outstanding.   At December 28, 1996, a total of 5,670,818 of
the  outstanding  shares  were  held  by  The Dial Corporation Employee Equity
Trust,  and  49,399  shares  were  held  in  treasury  by  the  Company.

In  addition  to  common  stock, the Company is authorized to issue 10,000,000
shares  of  preferred  stock,   par value of $.01 per share, none of which has
been  issued.

Per  share  information is not presented for 1995 and 1994 because the Company
was not a publicly held company during such years.  Income (loss) per share is
presented  for  1996, as the Company's common shares were issued on August 15,
1996.    The  calculation  of  income (loss) per share assumes that the common
shares  and  common  share  equivalents  were outstanding for the entire year.

NOTE  C.    ACQUISITION  OF  BUSINESS

The  Company  acquired  a  small  foreign  soap  manufacturer  in  1995.   The
acquisition  was  accounted  for as a purchase.  The purchase price, including
acquisition  costs,  was  allocated  to the net tangible and intangible assets
acquired  based  on  estimated  fair values at the date of  acquisition.   The
difference between the purchase price and the related fair value of net assets
acquired  represents  goodwill,  which  is  being amortized on a straight-line
basis  over  25 years.   The fair value of patents and other intangible assets
acquired  is amortized over their estimated useful lives.   The results of the
acquired  company  have  been  included  in  the  Statement  of  Consolidated
Operations  from  the  date of acquisition.   The results of operations of the
acquired company from the beginning of 1995 to the date of acquisition are not
material.

Net  cash  paid,  assets  acquired and debt and other liabilities assumed  are
shown  in  the table below.   There were no acquisitions of businesses in 1994
or  1996.
<TABLE>

<CAPTION>
                                          
<S>                                 <C>
                                             1995 
                                    --------------
                                     (000 omitted)
Assets acquired:
  Property and equipment            $       4,766 
  Intangibles                              10,515 
  Other assets                             10,361 
Debt and other liabilities assumed         (2,084)
                                    --------------
Net cash paid                       $      23,558 
                                    ==============

</TABLE>



NOTE  D.  RESTRUCTURING  CHARGES  AND  INVENTORY  AND  ASSET  WRITE-DOWNS

In the third quarter of 1996, the Company announced an administrative and line
of  business  reorganization  to  streamline its management and administrative
organization,  eliminate  approximately  250  positions, sell or discontinue a
number  of underperforming brands and exit the current corporate headquarters.
The  Company  recorded  restructuring  charges  and  asset write-downs of  $55
million  ($33.6  million after tax) in the third quarter of 1996 for severance
costs,  discontinuance  of  product  lines    and  building  exit  costs.
Approximately  $27.9  million  of  the  charge  related to inventories and was
included in  cost of products sold.  Approximately $15 million in reserves for
such  costs  remained at December 28, 1996.  These reserves are believed to be
adequate  and  will  be  paid  utilizing  cash  flow  from  operations.
<TABLE>

<CAPTION>



<S>                                             <C>

                                                 (Millions)
                                                -----------

Write-down of inventories                       $     27.9 
Other asset write-downs                               12.3 
Severance pay and benefits                             6.2 
Building exit costs                                    8.6 
                                                -----------
     Total restructuring charges and inventory
       and other asset write-downs              $     55.0 
Tax benefit                                          (21.4)
                                                -----------
      Net restructuring charges and inventory
        and other asset write-downs             $     33.6 
                                                ===========

</TABLE>



Based upon the discontinuation and product rationalization analysis completed,
the  related  assets  and  intangibles were determined to be impaired and were
written  down  to  their net realizable value.  Severance pay and benefits and
exit  costs have been recognized in accordance with Emerging Issues Task Force
Issue  No.  94-3  (EITF No. 94-3), "Liability Recognition for Certain Employee
Termination  Benefits  and  Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)."  As of December 28, 1996, severance costs
totaling  $3.6  million  had  been  paid  and  charged against these reserves.

In  the  third quarter of 1995, the Company recorded restructuring charges and
asset  write-downs totaling $156 million  ($94.9 million after tax) to provide
for  a  business-based  reorganization  through  plant  closings,  work  force
reductions  and elimination of certain products.  The charges provided for the
closing  of  six  plants  (Clearing,  Illinois;  Burlington, Iowa; Auburndale,
Florida;  Omaha,  Nebraska; Memphis, Tennessee; and New Berlin, Wisconsin) and
the reduction of the work force by approximately 700 people, substantially all
of  whom  were  based  in  the  plants  that  were  closed.

All  six  plants  were  closed  by  September  28, 1996.   Approximately $20.4
million  of  the  charge  related  to  inventories and was included in cost of
products sold.   Approximately $20 million in reserves for environmental costs
and  other  plant  post-closing  expenses remained at December 28, 1996.  Such
reserves  are  believed  to  be adequate and are expected to be paid utilizing
cash  flow  from  operations.    Severance  pay  and  benefits and exit costs,
primarily facility closure costs, were also recognized in accordance with EITF
No.  94-3  and  are  included  in  the  restructuring reserve described above.
Severance  and  exit  costs  paid  and  charged  against such reserves in 1996
amounted  to  $12.7  million.

NOTE  E.  INVENTORIES

Inventories  consisted  of  the  following:
<TABLE>

<CAPTION>



                                   December 28,    December 30,
                                       1996            1995
                                   -------------  ------------
<S>                                <C>            <C>
                                           (000 omitted)

Raw materials and supplies         $     37,744  $      42,659
Work in process                          10,939          8,495
Finished goods                           90,809        102,659
                                   -------------  -------------
                                   $    139,492  $     153,813
                                   =============  =============

</TABLE>




NOTE  F.  PROPERTY  AND  EQUIPMENT

Property  and  equipment  consisted  of  the  following:
<TABLE>

<CAPTION>



                                         December 28,       December 30,
                                             1996               1995
                                      -------------------  --------------
<S>                                   <C>                  <C>
                                                   (000 omitted)

Land                                  $            5,473   $       5,475 
Buildings and leasehold improvements              81,874          79,845 
Machinery and other equipment                    328,014         301,763 
Construction in progress                          33,054          16,517 
                                      -------------------  --------------
                                                 448,415         403,600 
Less accumulated depreciation                   (221,864)       (202,524)
                                      -------------------  --------------
                                      $          226,551   $     201,076 
                                      ===================  ==============

</TABLE>



NOTE  G.  INTANGIBLES

Intangibles    consisted  of  the  following:
<TABLE>

<CAPTION>



                                         December 28,      December 30,
                                            1996              1995
                                      -------------------  --------------
<S>                                        <C>                  <C>
                                                  (000 omitted)

Goodwill (1)                          $          238,623   $     233,854 
Trademarks                                        69,675          73,967 
Customer list and other intangibles               98,689          99,939 
                                      -------------------  --------------
                                                 406,987         407,760 
Less accumulated amortization                    (81,248)        (73,052)
                                      -------------------  --------------
                                      $          325,739   $     334,708 
                                      ===================  ==============

</TABLE>



(1)  Includes $155,259,000 of goodwill arising prior to November 1, 1970, that
is  not  being  amortized.

NOTE  H.  OTHER  CURRENT  LIABILITIES

Other  current  liabilities    consisted  of  the  following:
<TABLE>

<CAPTION>




                                      December 28,      December 30,
                                         1996               1995
                                  -------------------  -------------
<S>                               <C>                  <C>
                                            (000 omitted)

Accrued compensation              $            12,829  $      14,046
Accrued trade promotions                       22,835         22,378
Severance and exit cost reserves               34,875         24,800
Other                                          37,606         45,909
                                  -------------------  -------------
                                  $           108,145  $     107,133
                                  ===================  =============

</TABLE>



NOTE  I.  DEBT

Long-term  debt  at December 28, 1996, amounted to $269,515,250 in the form of
bank  borrowings  supported  by  a  $350,000,000  long-term,  revolving credit
agreement.  Borrowings  under  the  agreement  are  on a revolving basis under
commitments  available  until  August  15,  2001.

The  interest-rate  applicable  to  borrowings  under the agreement is, at the
Company's  option,  indexed  to  the  bank  prime rate or the London Interbank
Offering Rate ("LIBOR"), plus appropriate spreads over such indices during the
period  of  the  credit agreement.  The agreement also provides for commitment
fees.   Such spreads and fees will change moderately should the Company's debt
ratings  change.     Interest expense incurred on long-term debt in 1996, 1995
and  1994  was  $6,500,000,  $333,000  and  $467,000,  respectively.

The  financial covenants of the revolving credit agreement require the Company
to  maintain  shareholders'  equity  equal  to  80%  of  such equity as of the
Distribution Date plus 25% of net income subsequent thereto plus certain other
additions  to shareholders' equity.   The Company is also required to maintain
a  three-to-one  ratio  of  long-term  debt  to income before interest, taxes,
depreciation  and  amortization.      Under  the  most  restrictive  of  these
covenants, approximately $27,000,000 of shareholders' equity was available for
dividends  as  of  December  28,  1996.

Long-term  debt  at  December  30, 1995, consisted of $3,003,000 in Industrial
Revenue  Bonds  at  6.75% interest, payable to 2003.   Such long-term debt was
prepaid  in  March  1996  to  permit  the  sale  of the related facility.   In
addition,  the  Company  had certain foreign revolving credit loans from banks
under  agreements that provide for credit of $6,625,000 (stated in U.S. dollar
equivalent),  of  which  $317,000  was  outstanding  at  December  30,  1995.

Interest  paid  to  lenders other than the Former Parent company in 1996, 1995
and  1994  was approximately $5,329,800, $133,300  and $285,200, respectively.

NOTE  J.  INCOME  TAXES
The  deferred  income  tax  assets  (liabilities) included in the Consolidated
Balance  Sheet at December 28, 1996, and December 30, 1995, are related to the
following:
<TABLE>

<CAPTION>




                                          December 28,      December 30,
                                             1996              1995         
                                     -------------------  --------------
<S>                                  <C>                  <C>
                                              (000 omitted)

Property, plant and equipment        $          (42,159)  $     (21,938)
Pension and other employee benefits              89,098          39,433 
1995 restructure costs                           28,170          26,785 
1996 restructure costs                           12,299 
Other                                            16,949          11,163 
Deferred state income taxes                      20,940           3,739 
                                     -------------------  --------------
                                     $          125,297   $      59,182 
                                     ===================  ==============

</TABLE>



The  combined provision (benefit) for income taxes consisted of the following:
<TABLE>

<CAPTION>



<S>                      <C>             <C>        <C>
                                  1996       1995      1994
                         --------------  ---------  -------
                                    (000 omitted)
Current:
   United States:
     Federal             $      10,262   $ 14,576   $48,019
     State                       3,081        549     7,367
   Foreign                         133         81       207
                         --------------  ---------  -------
                                13,476     15,206    55,593
                         --------------  ---------  -------
Deferred:
   United States:
     Federal                     5,977    (30,955)      683
     State                      (6,942)    (3,778)      192
                         --------------  ---------  -------
                                  (965)   (34,733)      875
                         --------------  ---------  -------
Provision (benefit) for
  income taxes           $      12,511   $(19,527)  $56,468
                         ==============  =========  =======
</TABLE>

                                                  
Income  taxes  paid  in  1996,  1995  and  1994  amounted  to  $3,789,000,
$32,237,000  and  $67,550,000,respectively.

Reconciliations  between  the  statutory  federal  income  tax  rate  and  the
Company's  consolidated effective income tax rate for the years ended December
28,  1996;  December  30,  1995;  and  December  31,  1994,  are  as  follows:
<TABLE>

<CAPTION>


                                                1996   1995   1994
                                                -----  -----  -----
<S>                                             <C>    <C>    <C>


Federal statutory rate                          35.0%  35.0%  35.0%
Nondeductible goodwill amortization              1.1   (2.1)    .5 
Nondeductible spinoff  transaction 
costs                                             .5 
FSC exclusion (benefit)                         (1.0)    .8    (.5)
State income taxes                               3.6    2.9    3.3 
State deferred tax asset adjustment             (9.5)
Impact of lower foreign tax rate  (benefit)
                                                (1.4)
Other, net                                       1.2    4.9 
                                                -----  -----  -----     
Effective income tax rate                       29.5%  41.5%  38.3%
                                                =====  =====  =====
</TABLE>



NOTE  K.  PENSION  AND  OTHER  BENEFITS

Net  periodic  pension  cost  included  the  following  components:
<TABLE>

<CAPTION>



<S>                                   <C>             <C>        <C>
                                               1996       1995      1994 
                                      --------------  ---------  --------
                                                 (000 omitted)
Service cost benefits earned during
    the period                        $       4,516   $  4,483   $ 5,225 
Interest cost on projected benefit
    obligation                               11,419      6,951     6,553 
Actual return on plan assets (gain)
    loss                                    (13,767)   (14,841)      174 
Net amortization and deferral                 3,573      8,973    (4,788)
Other items, primarily defined
    contribution and multi-employer
    plans                                     3,360      3,154     2,605 
                                      --------------  ---------  --------
Net pension cost                      $       9,101   $  8,720   $ 9,769 
                                      ==============  =========  ========
</TABLE>


Weighted  average  assumptions  used  were:
<TABLE>

<CAPTION>



<S>                                 <C>    <C>    <C>
                                    1996   1995   1994 
                                    -----  -----  -----

Discount rate for obligation         8.0%   8.0%   8.5%
Rate of increase in compensation
    levels                           5.0%   5.0%   5.0%
Long-term rate of return on assets   9.5%   9.5%   9.5%
</TABLE>



The  following table indicates the plans' funded status and amounts recognized
in  the  Company's  Consolidated  Balance  Sheet:
<TABLE>

<CAPTION>



<S>                                                  <C>              <C>              <C>             <C>
                                                               Assets Exceed                  Accumulated
                                                                Accumulated                    Benefits
                                                                 Benefits                    Exceed Assets
                                                     --------------------------------  ------------------------------ 
                                                     December 28,     December 30,     December 28,    December 30,
                                                           1996             1995            1996            1995 
                                                     ---------------  ---------------  --------------  --------------
                                                                          (000 omitted)
Actuarial present value of benefit    obligations:
Vested benefit obligation                            $       47,300   $       40,179   $      77,506   $      24,661 
                                                     ===============  ===============  ==============  ==============
Accumulated benefit obligation                       $       52,298   $       45,550   $      82,562   $      28,585 
                                                     ===============  ===============  ==============  ==============
Projected benefit obligation                         $       68,802   $       65,392   $      85,870   $      35,663 
Market value of plan assets, primarily
   equity and  fixed income securities  (1)                  64,496           58,546          72,829          24,515 
                                                     ---------------  ---------------  --------------  --------------
Plan assets under projected benefit obligation
                                                             (4,306)          (6,846)        (13,041)        (11,148)
Unrecognized transition (asset)  obligation
                                                               (126)            (145)          1,381           1,727 
Unrecognized prior service cost (reduction)
                                                               (579)            (748)          6,168           6,665 
Unrecognized net (gain) loss                                   (829)           2,047            (195)         (4,286)
Additional minimum liability (2)                                                              (6,252)           (143)
                                                     ---------------  ---------------  --------------  --------------

Accrued pension cost                                 $       (5,840)  $       (5,692)  $     (11,939)  $      (7,185)
                                                     ===============  ===============  ==============  ==============
</TABLE>



(1)  The  assets  reported represent primarily the portion of the trust assets
funding  the Former Parent's joint benefit plan allocated to the Company under
separate  SFAS  No.  87  calculations.   In conjunction with the Distribution,
assets are to be transferred from the trust funding the joint, defined benefit
plan  based  upon  actuarial determinations made in conformity with regulatory
requirements.    There  is  provision for payment by the Former Parent (from a
source  other than the trust) to the Company of an amount in cash equal to the
excess  of    the  amount  allocated to the Company under separate SFAS No. 87
calculations  over  the  amount  allocated  from  the trust in accordance with
regulatory  requirements.          For  all  free-standing  qualified  plans
attributable  directly  to  the  Company,  the  related  trust  assets  were
transferred  based  upon  the  amounts  in  the  respective  plans'  trusts.

(2)  The  Company  recorded  an  additional  minimum liability for pensions of
$6,252,000,  an  intangible  asset  of  $143,000,  a  deferred  tax  asset  of
$2,397,000  and a reduction of equity of $3,712,000 at December 28, 1996,  and
an  additional  minimum  liability  of  $143,000  and  an  intangible asset of
$143,000  at  December 30, 1995.  There are restrictions on the use of certain
excess  pension plan assets in the event of a defined change in control of the
Company.

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS.  The Company and its subsidiaries
have  defined  benefit  postretirement  plans  that  provide  medical and life
insurance  for  eligible employees, retirees and dependents.  In addition, the
Company  retained  the  obligations for such benefits for eligible retirees of
Armour  and  Company  (sold  in  1983).

Effective January 1, 1992, the Company adopted the provisions of SFAS No. 106,
"Employers'  Accounting  for  Postretirement  Benefits  Other  Than  Pensions"
("OPEB"),  which  requires  that estimated OPEB benefits be accrued during the
years  the  employees  provide  services.

The  status  of  the  plans  was  as  follows:
<TABLE>

<CAPTION>



                                                     December 28,      December 30,
                                                        1996                1995
                                                -------------------  --------------
<S>                                             <C>                  <C>
                                                                   
                                                             (000 omitted)
Accumulated postretirement benefit obligation:
   Retirees                                     $          157,224   $      28,887 
   Fully eligible active plan participants                  13,264          19,512 
   Other active plan participants                           25,748          38,089 
Accumulated postretirement benefit obligation              196,236          86,488 
Unrecognized prior service cost                             14,045           2,410 
Unrecognized net gain                                       21,080           7,272 
Accrued postretirement benefit cost             $          231,361   $      96,170 
                                                ===================  ==============
Discount rate for obligation                               8.0%            8.0%

</TABLE>


The assumed health-care rate cost trend used in measuring the 1996 accumulated
postretirement benefit obligation was 11% for retirees below age 65, gradually
declining  to  5% by the year 2002 and remaining at that level thereafter, and
8.0%  for  retirees above age 65, gradually declining to 5.0% by the year 2002
and  remaining  at  that  level  thereafter.

A 1.0% increase in the assumed health-care cost trend rate for each year would
increase  the accumulated postretirement benefit obligation as of December 28,
1996,  by  approximately  9%  and  the  ongoing  expense by approximately 12%.

The  net  periodic  postretirement  benefit  cost  includes  the  following
components:
<TABLE>

<CAPTION>



<S>                                   <C>             <C>      <C>
                                               1996     1995      1994
                                      --------------  -------  -------
                                               (000 omitted)
Service cost-benefits attributed to
   service during the period          $       2,589   $2,979   $ 3,623
Interest cost on the accumulated
   postretirement benefit obligation         15,641    6,695     6,572
Net amortization and deferral                (3,087)    (233)
                                      --------------  -------  -------       
Net periodic postretirement benefit
   cost                               $      15,143   $9,441   $10,195
                                      ==============  =======  =======
Curtailment gains due to termination
   of certain benefits                $       4,611 
                                      ==============                  
</TABLE>



The 1996 components of net periodic postretirement benefit cost reflect a full
year's  expense  of  $6.9  million  incurred  on  the  Armour employee benefit
liabilities  assumed  in the Distribution.   Expenses of $4.7 million incurred
prior  to  the  Distribution  were recorded in the financial statements of the
Former  Parent company.  Expenses of approximately $2.2 million incurred after
the  Distribution  are  included  in  "Interest  and  other  expenses"  in the
Statement  of  Consolidated   Operations for the year ended December 28, 1996.

NOTE  L.  LEASES

Certain  sales  and  administration  offices  and  equipment are leased.   The
leases  expire  in  periods ranging generally from one to five years, and some
provide  for  renewal  options  ranging from one to eight years.   Leases that
expire  are  generally  renewed  or  replaced  by  similar leases depending on
business  needs  at  that time.   Net rent expense paid in 1996, 1995 and 1994
totaled  $3,797,000,  $3,234,000  and  $3,319,000,  respectively.

At  December  28,  1996,  the  Company's  future  minimum rental payments with
respect  to  noncancelable  operating  leases with terms in excess of one year
were  as  follows:    $5,597,000 (1997), $5,226,000 (1998), $4,639,000 (1999),
$4,427,000  (2000)  and  $4,267,000  (2001).

Included  in  the  above  future  minimum  rental  payments  are  payments  of
$2,676,000  per  year  through 2006 for  office space in the Viad Tower, which
the  Company  intends  to  vacate  in  mid-year 1997.   The Company intends to
sublease  this  office  space.

NOTE  M.   FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK AND FAIR VALUE OF
FINANCIAL  INSTRUMENTS

Financial  Instruments  with  Off-Balance-Sheet  Risk.
At  December  28,  1996,  the  Company  had  an  agreement  to  sell undivided
participating  interests  in a defined pool of trade accounts receivable in an
amount not to exceed  $90,000,000 as a means of accelerating cash flow.   From
time  to  time,  as  collections  reduce  accounts receivable in the pool, the
Company  sells  participating  interests  in  new  receivables.  The Company's
expenses  of  selling  receivables  amounted  to  approximately  $2,059,000,
$2,323,000  and  $3,941,000  in  1996,  1995  and  1994, respectively, and are
included  in  the  Statement  of  Consolidated  Operations  under  the caption
"Interest  and  other  expenses."        Under the terms of the agreement, the
Company  has  retained  substantially  the  same risk of credit loss as if the
receivables  had  not  been  sold,  as  the  Company  is  obligated to replace
uncollectible  receivables  with  new  accounts  receivable.     The Company's
accounts  receivable  sold totaled $74,900,000 and $76,710,000 at December 28,
1996,  and  December  30, 1995, respectively.   The Company's average accounts
receivable  sold  approximated $42,637,000, $33,500,000 and $79,700,000 during
1996,  1995  and  1994,  respectively.

In  connection  with  the   Distribution, the Company assumed an interest rate
swap  agreement  in the notional amount of $65,000,000.   The agreement, which
matures  in  December  1997, requires the Company to pay a fixed rate of 8.87%
and    receive  a  six-month  LIBOR  rate  (currently  5.63%).

Fair  Value  of  Financial  Instruments.
The  carrying  values  of  cash  and  cash  equivalents, receivables, accounts
payable  and  bank  borrowings  approximate  fair values due to the short-term
maturities  of  these  instruments.  The  fair  value  of  the above-described
interest rate swap agreement was $1,900,070 at December 28, 1996, representing
the  estimated  amount    the  Company  would pay to the swap counter-party to
terminate  the  agreement.

NOTE  N.  STOCK  OPTIONS

Certain  officers  and  employees hold options to acquire the Company's common
stock, which  were granted  under the  Former Parent  company's  stock  option 
plans.  These  options were granted over a  period of nine years and have been 
adjusted for  stock  splits and the spinoff of  a major  subsidiary  occurring 
during  that period.   Such options were transferred to the Company as part of 
the spinoff, with the  number  of  shares and  option prices adjusted so as to 
preserve the economic value of the options to the optionees. Such options were 
granted  at the  market prices  on the  dates of grant, became exercisable 50% 
after  one  year and 100%  after two  years  and  expire after 10  years.   No 
additional options are to  be  granted  under  these  plans.

In connection with the spinoff, the Company adopted The Dial Corporation Stock
Incentive  Plan  ("1996  Plan")  which  is  administered  by  the  Executive
Compensation  Committee  of  the Board of Directors.  Under the 1996 Plan, the
aggregate  number of shares of common and preferred stock covered by awards to
any  one  individual  cannot exceed 1,000,000 shares for any three-year period
(plus shares necessary to replace options granted by the Former Parent company
and  transferred  to  the Company in connection with the Distribution), and no
more  than 9,600,000 shares are cumulatively available for options intended to
qualify  as  "incentive  stock  options" under the Internal Revenue Code.  The
term of the options is 10 years.  The Plan provides that options are generally
to be granted at the market price on the date of grant; however, the Executive
Compensation  Committee may grant options at less than such market price.  The
Plan  also authorizes the issuance of stock appreciation rights and restricted
stock.

Under  the  1996  Plan,  incentive  stock  options  to  5,104,264  shares  and
nonqualified  options  to  792,410 shares were  granted at the market price on
the  dates  of  grant.    After  one  year,  one-third  of  the options become
exercisable    when  the average closing market price over 20 consecutive days
equals  or exceeds 133% of the option price, two-thirds when such price equals
or exceeds 167% of the option price and 100% when such price equals or exceeds
200%  of the option price.  All such options become exercisable, in any event,
after  five  years  from  the date of grant.  The options granted in 1996 were
intended  to  aggregate  the grants that otherwise would have been made over a
period  of  three  years.   Accordingly, in the next two years, it is expected
that  additional  options  granted will generally be limited to new employees.

Options  to  67,000  shares  were  also  granted to nonemployee members of the
Board  of  Directors  and  options  to  262,650 shares were granted to certain
nonunion  employees at the market prices on  the dates of grant.  Such options
are  exercisable  50%  after  one  year and 100% after two years.  The options
expire  after  10  years.

A summary of the status of the Company's stock option plans as of December 28,
1996,  and  changes  during  the  year  is  presented  below:
<TABLE>

<CAPTION>


<S>                                 <C>          <C>
                                                 Weighted
                                                 Average
                                                 Exercise
                                    Shares       Price
                                    -----------  ---------

Outstanding at spinoff               4,298,041   $    9.63
Granted                              6,226,324   $   13.11
Exercised                             (293,015)  $    9.25
Canceled                               (61,776)  $   11.84
                                    -----------  ---------

Outstanding at end of year          10,169,574   $   11.76
                                    ===========  =========

Options exercisable at end of year   3,497,707   $    9.34
                                    ===========  =========
</TABLE>


The following table summarizes information about stock options outstanding and
exercisable  at  December  28,  1996:
<TABLE>

<CAPTION>



<S>               <C>                  <C>                   <C>        <C>          <C>
                       Options Outstanding                         Options Exercisable
                  ----------------------------------------  ----------------------------------                                 


                                       Weighted
                                       Average
                                       Remaining             Weighted                Weighted
                                       Contractual           Average                 Average
Range of          Options              Life                  Exercise   Options      Exercise
Exercise Prices   Outstanding          (in years)            Price      Exercisable  Price
----------------  -------------------  --------------------  ---------  -----------  ---------
 5.62 $ 6.88                 909,116                   3.2  $    6.48      909,116  $    6.48
 7.89 $ 9.23                 780,164                   4.2  $    8.78      780,164  $    8.78
 9.64 $11.15               1,259,775                   6.8  $   10.45    1,259,775  $   10.45
11.91-$12.88               6,127,359                   9.3  $   12.74      445,542  $   11.92
13.38-$14.50               1,093,160                   9.7  $   14.30      103,110  $   13.94
                  -------------------  --------------------  ---------  -----------  ---------
                          10,169,574                   7.0  $   11.76    3,497,707  $    9.34
                  ===================  ====================  =========  ===========  =========

</TABLE>


The  estimated  fair value of options granted during 1996 was $2.27 per share,
as  determined  using  the  Black-Scholes valuation model assuming an expected
average  risk-free  interest  rate of 6.32%, an expected life of 4.2 years, an
expected  volatility  of 20.4% and expected dividend rate of 2.4%. The Company
applies Accounting Principles Board Opinion No. 25 and related Interpretations
in  accounting  for  its  stock  option  plans.    The Company has adopted the
disclosure-only  provisions of Statement of Financial Accounting Standards No.
123,  "Accounting for Stock-Based Compensation."  Accordingly, no compensation
cost  has  been recognized for the stock option plans.   Had compensation cost
for  the  Company's stock option plans been determined based on the fair value
at  the  grant  date  consistent  with  the  provisions  of  SFAS No. 123, the
Company's  net  income and net income per share would have been reduced to the
pro  forma  amounts  indicated below.    Compensation cost computed under SFAS
No.  123  for  1995  is  immaterial.
<TABLE>

<CAPTION>



<S>                               <C>
                                            1996
                                  --------------
                                   (000 omitted)

Net income as reported            $       29,912
                                  ==============

Pro forma net income              $       27,298
                                  ==============

Net income per share as reported  $         0.33
                                  ==============

Pro forma net income per share    $         0.30
                                  ==============
</TABLE>


NOTE  O.      LITIGATION  AND  CLAIMS

The Company is party to various legal actions, proceedings and pending claims.
Some of the foregoing involve, or may involve, compensatory, punitive or other
damages in material amounts.  Litigation is subject to many uncertainties, and
it  is  possible  that  some  of  the  legal actions, proceedings and   claims
referred  to above could be decided against the Company.   Although the amount
of  liability  at  December  28,  1996, with  respect  to these matters is not
ascertainable,  the  Company  believes  that  any resulting liability will not
materially  affect  the Company's financial position or results of operations.

The  Company  is  subject to various environmental laws and regulations of the
United  States,  as  well  as  of  the  states  and  other  countries in whose
jurisdictions  the  Company  has  or  had operations and is subject to certain
international  agreements.     As is the case with many companies, the Company
faces  exposure  to  actual  or  potential  claims  and  lawsuits  involving
environmental  matters.      Although  the  Company  is  a  party  to  certain
environmental  disputes,  the  Company believes that any liabilities resulting
therefrom,  after  taking into consideration amounts already provided for, but
exclusive  of  any  potential  insurance  recoveries, will not have a material
adverse  effect  on the Company's financial position or results of operations.

NOTE  P.    CONDENSED  CONSOLIDATED  QUARTERLY  RESULTS  (UNAUDITED)
<TABLE>

<CAPTION>



                                      First              Second              Third                   Fourth
                                     Quarter            Quarter              Quarter                 Quarter
                               ------------------  ------------------  ---------------------  ------------------
(000 omitted)                    1996      1995      1996      1995      1996        1995       1996      1995
-----------------------------  --------  --------  --------  --------  ---------  ----------  --------  --------
<S>                            <C>       <C>       <C>       <C>       <C>        <C>         <C>       <C>

Net sales                      $352,392  $337,862  $353,758  $363,893  $350,508   $ 308,110   $349,742  $355,425
-----------------------------  --------  --------  --------  --------  ---------  ----------  --------  --------

Gross profit                   $179,041  $164,979  $168,286  $178,221  $138,391   $ 139,671   $168,075  $173,243
                               --------  --------  --------  --------  ---------  ----------  --------  --------
Operating income
   (loss) (1) (2)              $ 36,342  $ 33,802  $ 42,997  $ 51,134  $(31,393)  $(124,444)  $ 22,451  $ 15,852
                               --------  --------  --------  --------  ---------  ----------  --------  --------

Net income (loss) (1) (2)      $ 19,608  $ 18,247  $ 19,289  $ 27,868  $(25,486)  $ (78,109)  $ 16,501  $  4,505
                               --------  --------  --------  --------  ---------  ----------  --------  --------
</TABLE>


 (1)    After  deducting  spinoff  transaction costs of $4,000,000 ($2,400,000
after  tax) or $0.03 per share in the second quarter of 1996 and restructuring
charges  and  asset  write-downs and spinoff transaction costs of  $56,000,000
($32,900,000 after tax) or $0.36 per share and $156,000,000 ($94,900,000 after
tax)  in  the  third  quarter  of  1996  and  1995,  respectively.

(2)  Included in the fourth quarter of 1996 were credits of approximately $4.6
million  ($2.8 million after tax) for pension expense and other postretirement
benefits  resulting  from  favorable  variances  between  budgeted  and actual
expense.

In  addition,  the Company recorded a $4 million increase in deferred state  
income tax assets in the fourth quarter of 1996.   The Company's future state  
income  tax rate is approximately 1% higher than that which the Company was  
subject  to  as  a  subsidiary  of  the  Former  Parent.