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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A

(X)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                                       OR

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                         Commission File Number 1-10177

                         WINDMERE-DURABLE HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

         Florida                                       59-1028301
(State or other jurisdiction of            (I.R.S. Employer Identification

 incorporation or organization)                         Number)

5980 Miami Lakes Drive, Miami Lakes, Florida             33014
  (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code: (305) 362-2611

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class                    Name of Each Exchange On Which Registered
-------------------                    -----------------------------------------
Common Stock $.10 Par Value                   New York Stock Exchange
Special Preferred Stock Rights                New York Stock Exchange
Common Stock Purchase Rights                  New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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

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

         As of March 15, 1999, the aggregate market value of the voting stock
(based on the closing price as reported by NYSE of $6.375) held by
non-affiliates of the Registrant was approximately $122,794,485.




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                                     PART IV

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

(a)1.  FINANCIAL STATEMENTS

         The following consolidated financial statements of Windmere-Durable
         Holdings, Inc. and subsidiaries are included in Schedules I and II 
         attached hereto:


         AUDITOR'S REPORT                             

         CONSOLIDATED BALANCE SHEETS AS OF
         DECEMBER 31, 1998 AND 1997                   

         CONSOLIDATED STATEMENTS OF OPERATIONS
         YEARS ENDED DECEMBER 31, 1998, 1997
         AND 1996                                     

         CONSOLIDATED STATEMENTS OF
         STOCKHOLDERS' EQUITY - THREE YEARS ENDED
         DECEMBER 31, 1998                            

         CONSOLIDATED STATEMENTS OF
         CASH FLOWS - YEARS ENDED
         DECEMBER 31, 1998, 1997 AND 1996             

         NOTES TO CONSOLIDATED FINANCIAL
         STATEMENTS                                   

2.       FINANCIAL STATEMENT SCHEDULES

         SCHEDULE II -  VALUATION AND QUALIFYING
                          ACCOUNTS AND RESERVES -
                          YEARS ENDED DECEMBER 31,
                          1998, 1997 AND 1996         

Individual financial statements of the Company have been omitted since
consolidated financial statements have been presented, and all subsidiaries
included in the consolidated financial statements are wholly-owned. All other
schedules have been omitted since the required information is not






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present or not present in amounts sufficient to require submission of the
schedule or because the information required is included in the consolidated
financial statements or the notes thereto.

3.   EXHIBITS

(3)           Articles of Incorporation and By-Laws.

3.1           Amended and Restated Articles of Incorporation of the Company
              filed with the Florida Secretary of State on May 17, 1984.
              Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 1984.

3.2           Articles of Amendment to the Articles of Incorporation of the
              Company filed with the Florida Secretary of State on May 16, 1986.
              Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 1986.

3.3           Articles of Amendment to the Articles of Incorporation of the
              Company filed with the Florida Secretary of State on June 23,
              1986. Incorporated by reference to the Company's Annual Report on
              Form 10-K for the year ended December 31, 1987.


3.4           Articles of Amendment to the Amended and Restated Articles of
              Incorporation of the Company filed with the Florida Secretary of
              State on June 21, 1996. Incorporated by reference to the 
              Company's Annual Report on Form 10-K for the year ended 
              December 31, 1997.

3.5           Amended and Restated By-Laws.  Filed herewith.

4.1           Supplemental Indenture dated as of July 27, 1998, among the
              Company, the Guarantors named therein and State Street Bank &
              Trust Company, as Trustee, relating to the issuance by the Company
              of $130 million in 10% Senior Subordinated Notes due 2008.
              Incorporated by reference to the Company's Form 8-K dated July 27,
              1998.







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(10)          Material Contracts


10.1*         Employment Agreements dated as of July 18, 1983, between David M.
              Friedson, Barbara Friedson Garrett and Arnold Thaler,
              respectively, and the Company. Incorporated by reference to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1983.

10.2*         Employment Agreement, First Amendment, dated as of January 17,
              1985, between David M. Friedson and the Company. Incorporated by
              reference to the Company's Annual Report on Form 10-K for the year
              ended December 31, 1984.

10.3*         Employment Agreement, Second Amendment and Nonqualified Stock
              Option, dated as of September 30, 1985, between David M. Friedson
              and the Company. Incorporated by reference to the Company's Annual
              Report on Form 10-K for the year ended December 31, 1985.

10.4*         Employment Agreement (Third Amendment) and Nonqualified Stock
              Option (First Amendment) dated as of October 28, 1987, between
              David M. Friedson and the Company. Incorporated by reference to
              the Company's Annual Report on Form 10-K for the year ended
              December 31, 1987.

10.5*         Employment Agreement (Fourth Amendment) and Nonqualified Stock
              Option (Second Amendment) dated as of October 26, 1987, between
              David M. Friedson and the Company. Incorporated by reference to
              the Company's Annual Report on Form 10-K for the year ended
              December 31, 1987.

10.6*         Employment Agreement (Fifth Amendment) dated as of December 16,
              1992, between David M. Friedson and the Company. Incorporated by
              reference to the Company's Annual Report on Form 10-K for the year
              ended December 31, 1992.

10.7*         Nonqualified Stock Option dated as of January 5, 1987, granted by
              the Company to Barbara Friedson Garrett. Incorporated by reference
              to the Company's Annual Report on Form 10-K for the year ended
              December 31, 1986.

10.8*         Employment Agreement (First Amendment) and Nonqualified Stock
              Option (First Amendment) dated as of October 26, 1987, between
              Barbara Friedson Garrett and the Company. Incorporated by







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              reference to the Company's Annual Report on Form 10-K for the year
              ended December 31, 1987.

10.9*         Employment Agreement (Second Amendment) and Nonqualified Stock
              Option (Second Amendment) dated as of October 26, 1987 between
              Barbara Friedson Garrett and the Company. Incorporated by
              reference to the Company's Annual Report on Form 10-K for the year
              ended December 31, 1987.

10.10*        Employment Agreement (Third Amendment) dated as of December 16,
              1992, between Barbara Friedson Garrett and the Company.
              Incorporated by reference to the Company's Annual Report on Form
              10-K for the year ended December 31, 1992.

10.11*        Nonqualified Stock Option dated as of January 5, 1987, granted by
              the Company to Arnold Thaler. Incorporated by reference to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1986.

10.12*        Employment Agreement (First Amendment) and Nonqualified Stock
              Option (First Amendment) dated as of October 26, 1987 between
              Arnold Thaler and the Company. Incorporated by reference to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1987.

10.13*        Employment Agreement (Second Amendment) and Nonqualified Stock
              Option (Second Amendment) dated as of October 26, 1987 between
              Arnold Thaler and the Company. Incorporated by reference to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1987.

10.14*        Employment Agreement (Third Amendment) dated as of December 16,
              1992, between Arnold Thaler and the Company. Incorporated by
              reference to the Company's Annual Report on Form 10-K for the year
              ended December 31, 1992.

10.15*        Employment Agreement dated May 31, 1987, between Robert Gorman and
              the Company. Incorporated by reference to the Company's Annual
              Report on Form 10-K for the year ended December 31, 1987.




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10.16*        1992 Employees Incentive Stock Option Plan. Incorporated by
              reference to the Company's Annual Report on Form 10-K for the year
              ended December 31, 1992.


10.17*        Consulting Agreement dated January 1, 1989 between Mr. Lai Kin,
              Chairman of Durable, and the Company. Incorporated by reference to
              the Company's Annual Report on Form 10-K for the year ended
              December 31, 1988.

10.18*        Employment Agreement dated January 3, 1989, between Harry Schulman
              and the Company. Incorporated by reference to the Company's Annual
              Report on Form 10-K for the year ended December 31, 1988.

10.19*        Employment Agreement (First Amendment) dated as of June 4, 1990,
              between Harry Schulman and the Company. Incorporated by reference
              to the Company's Annual Report on Form 10-K for the year ended
              December 31, 1992.

10.20*        Employment Agreement (Second Amendment) dated as of December 16,
              1992, between Harry Schulman and the Company. Incorporated by
              reference to the Company's Annual Report on Form 10-K for the year
              ended December 31, 1992.

10.21*        1988 Director Stock Option Plan. Incorporated by reference to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1988.

10.22*        1989 Employees 401(k) Profit Sharing Plan and Trust. Incorporated
              by reference to the Company's Annual Report on Form 10-K for the
              year ended December 31, 1989.




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10.23         Exclusive Sales Agreement dated May 29, 1992 among the Company,
              American International Industries and Zvi and Betty Ryzman.
              Incorporated by reference to the Company's Form S-2 Registration
              Statement No. 33-51776.

10.24         Settlement Agreement dated May 6, 1992 between North American
              Philips Corporation and the Company. Incorporated by reference to
              the Company's Form S-2 Registration Statement No. 33-51776.







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10.25         Agreement dated May 28, 1991, between Xingiao Economic Development
              Corporation and Durable. Incorporated by reference to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1991.

10.26         Agreement dated May 28, 1991, between Bogang Economic Development
              Company and Durable. Incorporated by reference to the Company's
              Annual Report on Form 10-K for the year ended December 31, 1991.

10.27         Agreement dated May 28, 1991, between Wanfeng Economic Development
              Corporation and Durable. Incorporated by reference to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1991.

10.28         Stock Purchase Agreement dated May 29, 1992 between Glamour
              Industries, Inc. and the Company. Incorporated by reference to the
              Company's Form S-2 Registration Statement No. 33-51776.

10.29         Trademark Licensing Agreement dated January 11, 1994, between
              Helene Curtis, Inc. and the Company. Incorporated by reference to
              the Company's Annual Report on Form 10-K for the year ended
              December 31, 1993.

10.30         Stock Acquisition Agreement dated April 1, 1994, between Durable,
              PPC Industries 1980 Limited, Ourimbah Investment, Limited and the
              Company. Incorporated by reference to the Company's Annual Report
              on Form 10-K for the year ended December 31, 1994.

10.31         1995 Common Stock Purchase Rights Agreement dated March 6, 1995
              between American Stock Transfer and Trust Company and the Company.
              Incorporated by reference to the Company's Form 8-A Registration
              Statement filed March 7, 1995.

10.32         Facility Letter dated June 3, 1995, from the Bank of East Asia,
              Limited to Durable, Durable Electric Limited and PPC Industries
              1980 Limited. Incorporated by reference to the Company's Form 10-Q
              dated June 30, 1995.






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10.33         Letter Agreement dated April 30, 1997 between Windmere Corporation
              and Salton/Maxim Housewares, Inc. Incorporated by reference to the
              Company's Form 10-Q dated March 31, 1997.

10.34*        1996 Stock Option Plan. Incorporated by reference to the Company's
              Proxy Statement dated April 17, 1997.

10.35*        1997 Cash Bonus Performance Plan for Executive Officers.
              Incorporated by reference to the Company's Proxy Statement dated
              April 18, 1997.

10.36         Transaction Agreement dated as of May 10, 1998 by and between the
              Company and the Black & Decker Corporation, together with
              Amendment No. 1 thereto, dated as of June 26, 1998. Incorporated
              by reference to the Company's Form 8-K dated June 26, 1998.

10.37         Credit Agreement by and among the Company and NationsBanc,
              National Association and the other lenders parties thereto from
              time to time dated June 26, 1998. Incorporated by reference to the
              Company's Form 8-K dated July 16, 1998.

10.38         Amended and Restated Credit Agreement by and among the Company and
              NationsBanc, National Association and the other lenders parties
              thereto from time to time dated August 7, 1998. Incorporated by
              reference to the Company's Form 8-K dated August 7, 1998.

10.39         Amendment No. 1 to Amended and Restated Credit Agreement by and 
              among Windmere-Durable Holdings, Inc., each of its subsidiaries
              party thereto, each of the lenders party thereto and NationsBank,
              National Association as agent for the lenders, dated December 29,
              1998. Incorporated by reference into the Company's Current Report
              on Form 8-K dated December 29, 1998.

10.40*        Employment agreement dated June 26, 1998 between Household 
              Products, Inc. and Michael Michienzi. Incorporated by reference 
              to the Company's Annual Report on Form 10-K for the year ended
              December 31, 1998. 

10.41*        Employment agreement dated October 30, 1998 between William S. 
              Endres and Windmere Corporation. Incorporated by reference to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1998. 

10.42*        Addendum to employment agreement between Household Products, 
              Inc. and Michael J. Michienzi dated July 28, 1998. Filed herewith.


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(21)          Subsidiaries of the Registrant. Filed herewith.

(23)          Consents of experts and counsel. Filed herewith.


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

*  These exhibits are management contracts or compensatory plans or 
   arrangements.

     (b)      REPORTS ON FORM 8-K

         Amendment No. 1 to Amended and Restated Credit Agreement by and among
         Windmere-Durable Holdings, Inc., each of its subsidiaries party
         thereto, each of the lenders party thereto and NationsBank, National
         Association as agent for the lenders, dated December 29, 1998.






































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                                   SIGNATURES

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

                         WINDMERE-DURABLE HOLDINGS, INC.
                                  (REGISTRANT)

By: /s/ Harry D. Schulman                DATE:             4-20-99
   -----------------------------------        ----------------------------------
    Harry D. Schulman, Chief Operating
    Officer and Chief Financial Officer   














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