FINANCIAL STATEMENTS AND REPORT
       OF INDEPENDENT CERTIFIED
          PUBLIC ACCOUNTANTS

         WINDMERE CORPORATION
           AND SUBSIDIARIES

      December 31, 1995 and 1994


Board of Directors and Stockholders
Windmere Corporation

We have audited the accompanying consolidated balance sheets of Windmere
Corporation and Subsidiaries (the "Company") as of December 31, 1995 and
1994,   and   the   related  consolidated  statements   of   operations,
stockholders' equity and cash flows for each of the three years  in  the
period  ended  December 31, 1995.  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,  the  financial statements referred  to  above  resent
fairly, in all material respects, the consolidated financial position of
Windmere Corporation and Subsidiaries at December 31, 1995 and 1994, and
the consolidated results of their operations and their consolidated cash
flows for each of the three years in the period ended December 31, 1995,
in conformity with generally accepted accounting principles.



Miami, Florida
February 7, 1996

                   Windmere Corporation and Subsidiaries
                                     
                        CONSOLIDATED BALANCE SHEETS
                                     
                               December 31,
                                     
                                     
                                     
                                  ASSETS

                                                 1995         1994
CURRENT ASSETS
 Cash and cash equivalents (Note A)          $17,768,100  $12,988,300
 Short-term investments (Note A)                      -     2,500,000
 Accounts and other receivables, less
   allowances of $1,158,000 in 1995 and
   $1,338,100 in 1994 (Note E)                 36,597,300  38,733,300
 Receivables from affiliates (Notes A and C)    9,982,800  12,444,300
 Inventories (Note A)                          79,013,600  74,278,400
 Prepaid expenses (Note I)                      2,183,600   8,020,500
 Future income tax benefits (Notes A and I)     1,642,900   1,883,400

   Total current assets                       147,188,300  150,848,200

INVESTMENTS (Notes A and C)                            -           -

PROPERTY, PLANT AND EQUIPMENT - AT COST,
   less  accumulated  depreciation
    (Notes  A  and  D)                         30,484,700  28,449,100

OTHER ASSETS (Notes A and B)                   10,338,900  17,826,700

                                             $188,011,900 $197,124,000


                                LIABILITIES

CURRENT LIABILITIES
 Notes and acceptances payable (Note E)      $    42,300  $  740,100
   Current  maturities  of  long-term
     debt  (Note  G)                             814,800     814,800
 Accounts payable                              9,979,700   8,120,000
 Accrued expenses (Note F)                     8,127,800   8,981,700
 Income taxes (Notes A and I)                        -     2,312,600
 Deferred income, current portion (Note A)       598,100     598,100

   Total current liabilities                  19,562,700  21,567,300

LONG-TERM   DEBT,  less  current
 maturities  (Note  G)                         2,851,800   3,666,700

DEFERRED   INCOME,  less  current
 portion  (Note   A)                             666,900   1,265,000

COMMITMENTS AND CONTINGENCIES (Note J)                -           -

STOCKHOLDERS' EQUITY (Notes A, K, L and P)
 Special preferred stock - authorized
  40,000,000 shares of $.01 par value;
  none issued                                         -           -
 Common stock - authorized 40,000,000 shares
   of $.10 par value; issued 16,713,053
   in 1995 and 16,734,172 in 1994              1,671,300    1,673,400
 Paid-in capital                              30,173,000   30,648,700
 Retained earnings                           133,851,400  139,088,800
 Unrealized  foreign  currency
   translation  adjustment                      (765,200)    (785,900)

   Total stockholders' equity                164,930,500  170,625,000

                                            $188,011,900 $197,124,000

The accompanying notes are an integral part of these statements.
                   Windmere Corporation and Subsidiaries
                                     
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                     
                         Years ended December 31,
                                     
                                     
                                   1995         1994        1993

Net   sales                   $187,776,900  $181,112,200 $170,661,400

Cost of goods sold             146,907,300   132,185,700  122,772,300

   Gross profit                 40,869,600    48,926,500   47,889,100

Selling, general and
  administrative expenses       37,625,100    35,531,600   36,447,900
Unusual or non-recurring
 items (Note B)                  8,000,000    (7,810,500)          -

   Operating profit (loss)      (4,755,500)   21,205,400   11,441,200

Other (income) expense
 Interest expense                  578,300       551,900      819,800
 Interest and other income      (2,561,800)   (2,385,800)  (2,187,700)
                                (1,983,500)   (1,833,900)  (1,367,900)

   Earnings (loss) before
     equity in net earnings
     (loss) of joint venture,
     income taxes, minority
     interest and cumulative
     effect of accounting
     change                     (2,772,000)   23,039,300   12,809,100

Equity in net earnings (loss) of
  joint venture (Notes A and C)   (392,600)       91,400     (503,900)

   Earnings (loss) before
     income taxes, minority
     interest and cumulative
     effect of accounting
     change                     (3,164,600)   23,130,700   12,305,200

Income taxes (benefit) (Notes A and I)
 Current                        (1,242,700)    2,375,700    1,468,000
 Deferred                          (38,100)      218,800     (103,500)
                                (1,280,800)    2,594,500    1,364,500

   Earnings (loss) before
     minority interest and
     cumulative effect of
     accounting change           (1,883,800)  20,536,200   10,940,700

Minority interest in net (profit)
  loss of subsidiary                    -          1,200   (1,202,600)

   Earnings (loss) before
     cumulative effect of
     accounting change           (1,883,800)  20,537,400    9,738,100

Cumulative effect of accounting
  change (Note I)                       -            -      1,731,100

   Net earnings (loss)           $(1,883,800) $20,537,400 $11,469,200

Per share data (Note A)
 Earnings (loss) per common share
   and common equivalent shares
   Earnings (loss) before cumulative
     effect of accounting change      $(.11)       $1.17       $ .60
   Cumulative effect of accounting
     change                             -            -           .11
   Net earnings (loss)                $(.11)       $1.17       $ .71

 Dividends per common share           $.20         $ .15       $ -


The accompanying notes are an integral part of these statements.
                   Windmere Corporation and Subsidiaries
                                     
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                     
                    Three years ended December 31, 1995
                                     
                                     
                                                           Unrealized
                                                             foreign
                                                            currency
                           Common    Paid-in     Retained  translation
                           stock     capital     earnings   adjustment

Balance  at
 January  1, 1993     $ 1,535,700 $22,546,400  $109,617,300  $(777,000)

Net earnings                  -           -      11,469,200      -
Exercise of stock options
  and warrants             42,400   1,829,800          -         -
Tax benefit resulting from
  exercise of stock options   -       257,100          -         -
Unrealized foreign currency
  translation adjustment      -           -            -        66,300

Balance  at  December
   31, 1993             1,578,100  24,633,300   121,086,500   (710,700)

Net earnings                  -           -      20,537,400       -
Cash dividends - $.15 per
  share                       -           -      (2,535,100)      -
Acquisition of additional
  20% interest in Durable
  Electrical Metal Factory,
  Ltd. ("Durable")        100,000   7,900,000          -          -
Purchase and retirement of
  397,400 shares of common
  stock                   (39,700) (3,858,900)         -          -
Exercise of stock options
  and warrants              35,000  1,645,800          -          -
Tax benefit resulting from
  exercise of stock options    -      328,500          -          -
Unrealized foreign currency
  translation adjustment       -          -            -         (75,200)

Balance  at  December
   31, 1994              1,673,400  30,648,700   139,088,800    (785,900)

Net (loss)                     -          -       (1,883,800)      -
Cash dividends - $.20 per
  share                        -          -       (3,353,600)      -
Purchase and retirement of
  139,600 shares of common
  stock                   (14,000)   (997,400)          -          -
Exercise of stock options
  and warrants             11,900     414,400           -          -
Tax benefit resulting from
  exercise of stock options    -      242,800           -          -
Cost of intercompany
  recapitalization             -     (135,500)          -          -
Unrealized foreign currency
  translation adjustment       -          -             -        20,700

Balance  at  December
   31, 1995            $1,671,300  $30,173,000  $133,851,400  $(765,200)


The accompanying notes are an integral part of these statements.
                   Windmere Corporation and Subsidiaries
                                     
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     
                     For the years ended December 31,
                                     
                                     
                                       1995         1994         1993
Cash flows from operating activities
  Net  earnings (loss)            $(1,883,800)  $20,537,400   $11,469,200
 Adjustments to reconcile net earnings
   (loss) to net cash provided by
   operating activities
   Depreciation of property, plant
     and equipment                  6,218,300     5,378,500     5,151,800
   Amortization   of  intangible
     assets                           561,100       440,100       553,600
   Loss on sale of other asset      8,000,000          -            -
   Net change in allowance for losses
     on accounts receivable          (180,100)      (86,500)     (211,000)
    Gain  on  sale  of fixed asset       -       (7,810,500)        -
   Amortization of deferred income   (598,100)     (598,100)     (598,200)
   Equity in (earnings) losses of
     joint venture                    392,600       (91,400)      503,900
   Increase (decrease) in minority
     interest                            -           (1,200)    1,493,600
   Changes in assets and liabilities
     Decrease (increase) in accounts
       and other receivables        2,316,100    (7,378,200)    4,834,800
      Decrease  (increase)  in 
       inventories                 (4,735,200)   (7,120,900)    1,383,600
     Decrease (increase) in prepaid
       expenses                     5,836,900    (1,029,600)   (4,328,200)
     Increase (decrease) in accounts
        payable  and  accrued 
        expenses                    1,005,800    (1,845,600)   (1,340,500)
     Increase (decrease) in current
         and   deferred  income 
         taxes                     (1,829,300)    2,695,900    (1,738,600)
     Decrease in notes and acceptances
       payable                       (697,800)   (2,255,700)   (2,816,000)
     Decrease (increase) in other
          assets                   (1,073,300)     (294,800)      569,000
     Increase in current maturities
       of long-term debt                  -           -           814,800
     Decrease (increase) in other
       accounts                        20,700       (75,200)       66,300

        Net cash provided by
          operating activities     13,353,900       464,200    15,808,100

Cash flows from investing activities
 Proceeds from fixed asset sales      129,600     9,442,000       262,900
 Additions to property, plant
     and  equipment                (8,383,500)  (10,436,900)   (5,891,000)
 (Decrease) increase in short-term
   investments                      2,500,000    (2,500,000)        -
 Other changes in investments in
   affiliates                            -            -          (437,200)
 Sale of investments                     -            -           242,600
 Decrease (increase) in receivables
   from affiliates                  2,068,900    (3,186,300)    2,449,900
 Decrease in restricted cash             -            -         6,212,000

        Net cash provided by (used in)
            investing activities   (3,685,000)   (6,681,200)    2,839,200

Cash flows from financing activities
 Payments of long-term debt          (814,900)     (836,500)   (3,019,300)
 Exercises of stock options and
   warrants                           426,300     1,680,800     1,872,200
 Cash  dividends  paid             (3,353,600)   (2,535,100)        -
 Purchases  of  common  stock      (1,011,400)   (3,898,600)        -
 Cost of intercompany
   recapitalization                  (135,500)        -             -

        Net cash used in
            financing activities   (4,889,100)   (5,589,400)   (1,147,100)

Increase (decrease) in cash and
       cash equivalents             4,779,800   (11,806,400)   17,500,200

Cash and cash equivalents
  at beginning of year             12,988,300    24,794,700     7,294,500

Cash and cash equivalents
   at  end  of year               $17,768,100  $ 12,988,300   $24,794,700


             SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the year for:
 Interest                          $  488,500    $  502,200    $  593,900
 Income taxes                      $2,181,800    $1,927,300    $2,353,500

Non-cash investing and financing
  activities:
 Common stock issued for additional
   investment in Durable (Note A)  $      -      $8,000,000    $      -
 Tax benefit resulting from exercise
   of stock options                $  242,800    $  328,500    $  257,100


The accompanying notes are an integral part of these statements.

                   Windmere Corporation and Subsidiaries
                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                     December 31, 1995, 1994 and 1993
                                     
                                     
NOTE A - SUMMARY OF ACCOUNTING POLICIES

  Windmere  Corporation  and  Subsidiaries (the "Company")  is  principally
  engaged  in  the manufacture and sale of personal care, kitchen  electric
  and  seasonal products.  In preparing financial statements in  conformity
  with generally accepted accounting principles, management is required  to
  make estimates and assumptions that affect the reported amounts of assets
  and  liabilities and the disclosure of contingent assets and  liabilities
  at  the date of the financial statements and revenues and expenses during
  the  reporting period.  Actual results could differ from those estimates.
  A  summary  of the Company's significant accounting policies consistently
  applied  in  the  preparation of the accompanying consolidated  financial
  statements follows.

  Principles of Consolidation

  The consolidated financial statements include the accounts of the Company
  and   its   wholly-owned   subsidiaries.    Intercompany   balances   and
  transactions  are eliminated in consolidation.  The Company reflects  its
  investment  in  its 50%-owned joint venture at cost plus  its  equity  in
  undistributed net earnings.

  Foreign Currency Translation

  Balance sheet accounts of the Company's foreign operations are translated
  at  the  exchange  rate in effect at each year end and  income  statement
  accounts  are translated at the average exchange rates prevailing  during
  the  year.   Adjustments  resulting from  this  translation  process  are
  accumulated in a separate component of stockholders' equity and  are  not
  included  in  the  determination of net earnings.  The Company's  foreign
  manufacturing  subsidiary utilizes the local currency as  its  functional
  currency, and the other foreign subsidiaries primarily utilize  the  U.S.
  dollar as their functional currency.

  Cash and Cash Equivalents
  Short-Term Investments

  The  Company  considers all highly liquid investments with maturities  of
  three  months  or  less at the time of purchase to be  cash  equivalents.
  Similar investments with maturities between three months and one year  at
  the time of purchase are classified as short-term investments.

  Inventories

  Inventories are stated at the lower of cost or market; cost is determined
  by  the  first-in,  first-out method.  Inventories are comprised  of  the
  following:

                                               1995        1994

     Raw materials                         $16,327,900   $18,993,200
     Work in process                        21,085,300    15,155,900
     Finished goods                         41,600,400    40,129,300

                                           $79,013,600   $74,278,400

  Receivables from Affiliates

  Receivables  from  affiliates arise primarily in the ordinary  course  of
  business, are interest bearing and are settled as trade obligations.

  Property, Plant and Equipment

  Depreciation  and amortization are provided for in amounts sufficient  to
  relate  the  cost  of  depreciable assets to  their  estimated  operating
  service lives using accelerated and straight-line methods.

  Intangible Assets

  Intangible assets, consisting primarily of goodwill, are being  amortized
  on  a  straight-line  basis over twenty years.   Intangible  assets  were
  $10,113,700  and $10,169,300 at December 31, 1995 and 1994, respectively,
  and  the  related accumulated amortization was $2,126,800 and $1,660,900,
  respectively.

  In 1994, the Company acquired the 20% interest in Durable that it did not
  already own.  The purchase price consisted of the delivery of one million
  shares  of the Company's common stock, valued at $8,000,000, and  a  cash
  payment  of  $10,000.  This acquisition was accounted for as a  purchase.
  Goodwill of $5,211,000 was recognized on the transaction.

  On an ongoing basis, management reviews the valuation and amortization of
  goodwill.   As part of this review, the Company estimates the  value  and
  future  benefits of the net income generated by the related  subsidiaries
  to determine that no impairment has occurred.

  In  March 1995, the Financial Accounting Standards Board issued Statement
  121,  "Accounting for the Impairment of Long-Lived Assets and  for  Long-
  Lived  Assets  to Be Disposed Of."  This Statement had no impact  on  the
  Company's  results of operations or financial position upon  adoption  in
  January 1996.

  Fair Value of Financial Instruments

  The  carrying values of cash and cash equivalents, trade receivables  and
  accounts  payable approximate fair value due to the short-term maturities
  of these instruments.

  Income Taxes

  No  provision has been made for U.S. taxes on undistributed  earnings  of
  foreign subsidiaries and joint ventures of approximately $104,000,000  at
  December  31,  1995,  as  it is anticipated that such  earnings  will  be
  reinvested in their respective operations or in other foreign operations.

  Deferred  taxes have been provided on temporary differences in  reporting
  certain transactions for financial accounting and tax purposes.

  Deferred Income

  In 1992, the Company granted an exclusive license for the distribution of
  a  product. Deferred income of $1,340,600 resulted from this transaction,
  which will be reported as other income on a straight-line basis over  the
  five year license term.

  In 1988, the Company sold its Save-Way Beauty Supply stores for a gain of
  approximately $6,980,000, $3,300,000 of which was allocated to a ten-year
  covenant  not  to compete that is being amortized to other  income  on  a
  straight-line basis.

  Earnings Per Share

  Earnings  per share are based upon the weighted average number of  common
  shares  and common equivalent shares outstanding during each  year.   The
  total  number  of  such weighted average shares was 17,227,000  in  1995,
  17,589,000  in 1994, and 16,212,000 in 1993.  Stock options and  warrants
  are  considered common stock equivalents unless their inclusion would  be
  antidilutive.

  Stock Options

  Options granted under the Company's Stock Option Plans are accounted  for
  under  APB  25, "Accounting for Stock Issued to Employees,"  and  related
  interpretations.   In  November 1995, the Financial Accounting  Standards
  Board  issued  Statement 123, "Accounting for Stock-Based  Compensation,"
  which  will  require additional proforma disclosures for  companies  that
  will  continue to account for employee stock options under the  intrinsic
  value method specified in APB 25.  The Company plans to continue to apply
  APB  25 and the only effect of adopting Statement 123 in 1996 will be the
  new disclosure requirement.

  Reclassifications

  Certain  prior year amounts within the accompanying financial  statements
  have been reclassified for comparability.

NOTE B - UNUSUAL OR NON-RECURRING ITEMS

  In  1995, the Company incurred a non-recurring pre-tax loss of $8,000,000
  on  the  sale  of  an  other asset.  This transaction  reduced  1995  net
  earnings by $5,280,000, or $.31 per share, on an after-tax basis.

  In  1994,  Durable sold 60,000 square feet of office space in Hong  Kong,
  for  $9,500,000.   This transaction generated a non-recurring  profit  of
  $7,810,500,  or approximately $.45 per share.  No taxes were provided  as
  the gain was not taxable.

NOTE C - INVESTMENTS

  Investments are comprised of the following:

                                                1995       1994

     Joint venture - at cost plus
       equity in undistributed earnings      $    -     $     -

  The  Company's joint venture investment at December 31, 1995 and 1994 had
  negative  values  of  approximately $800,000 and $400,000,  respectively,
  which  deficits  have been classified as a reduction in receivables  from
  affiliates.

  The  following table provides financial data for the joint venture, which
  is accounted for on the equity method:

                                              1995         1994

     Current assets                       $9,657,400   $12,967,600
     Non-current assets                       35,100        17,900

     Total assets                         $9,692,500   $12,985,500

     Current liabilities                  $11,317,100  $13,773,200
     Non-current liabilities                     -            -

     Total liabilities                    $11,317,100  $13,773,200

     Sales                                $30,171,600  $30,184,500

     Gross profit                         $ 2,346,000  $ 3,572,500

     Net earnings (loss)                  $  (785,200) $   182,800

  All  sales made by the joint venture were to entities other than  members
  of  the  consolidated group.  Included in the Company's sales  are  sales
  made  to the joint venture of approximately $7,485,300 and $8,621,000  in
  1995 and 1994, respectively.

NOTE D - PROPERTY, PLANT AND EQUIPMENT

  The following is a summary of property, plant and equipment:

                                              1995         1994

     Building                             $4,493,100   $4,493,100
     Building improvements                   589,700      389,000
     Computer equipment                    4,697,600    4,959,000
     Furniture and equipment              55,197,000   49,470,700
     Leasehold improvements                3,283,300    1,890,800
     Land and land improvements            2,650,600    2,650,600
                                          70,911,300   63,853,200
     Less accumulated depreciation
       and amortization                   40,426,600   35,404,100

                                          $30,484,700  $28,449,100

NOTE E - NOTES AND ACCEPTANCES PAYABLE

  The  Company's foreign subsidiaries (the "subsidiaries") have  $6,400,000
  in trade finance lines of credit, payable on demand, which are secured by
  the  subsidiaries' tangible and intangible property located in Hong  Kong
  and  in  the  People's Republic of China, as well as a Company guarantee.
  At  December 31, 1995, the subsidiaries were utilizing, including letters
  of   credit,  approximately  $600,000  of  these  credit  lines.    These
  subsidiaries also have available an additional $5,000,000 line of  credit
  which  is supported by a domestic standby letter of credit, which  credit
  line was not being used at December 31, 1995.

  The  Company has a $20,000,000 line of credit from a domestic bank, which
  is  secured by domestic accounts receivable.  At December 31, 1995, there
  were no outstanding borrowings under this credit line.

NOTE F - ACCRUED EXPENSES

  Accrued expenses are summarized as follows:

                                                1995       1994

     Advertising allowances                  $ 971,400   $1,896,800
     Salaries and bonuses                    1,611,100    1,958,800
     Volume rebates                          1,022,700    1,081,200
     Other                                   4,522,600    4,044,900

                                            $8,127,800   $8,981,700

NOTE G - LONG-TERM DEBT

  Long-term debt is summarized as follows:

                                                1995       1994

     Industrial  development revenue bonds $3,666,600    $4,481,500
     Less current maturities                  814,800       814,800

     Total long-term debt                  $2,851,800    $3,666,700

  In 1985, the Company received proceeds of $7,500,000 from the issuance of
  tax-exempt  industrial development revenue bonds.  The  bonds  are  being
  paid  off  in equal quarterly principal payments of $203,700 through  May
  2000.   At  December 31, 1995, the interest rate on the bonds was  6.70%.
  The  bonds  include certain covenants which provide, among other  things,
  restrictions  relating to the maintenance of minimum  levels  of  working
  capital, net worth and other financial ratios.

NOTE H - EMPLOYEE BENEFIT PLANS

  The  Company  has  a 401(k) plan for its employees to which  the  Company
  makes discretionary contributions at rates dependent on the level of each
  employee's contributions.  Contributions made by the Company are  limited
  to  the  maximum allowable for federal income tax purposes.  The  amounts
  charged  to  earnings  for  this  plan  during  the  three  years   ended
  December 31, 1995 were not significant.

  The Company does not provide any health or other benefits to retirees.

NOTE I - INCOME TAXES

  Income tax expense (benefit) consists of the following:

                                    1995        1994       1993
     Current
      Federal                 $(1,392,300)   $2,156,000  $1,286,400
      Foreign                     183,800        72,900     125,500
      State                       (34,200)      146,800      56,100
                               (1,242,700)    2,375,700   1,468,000
     Deferred                     (38,100)      218,800    (103,500)

                              $(1,280,800)   $2,594,500  $1,364,500


  The  analysis of the deferred income tax provision (benefit) representing
  the  tax  effects  of  temporary differences between  tax  and  financial
  reporting is as follows:

                                    1995        1994       1993

    Intercompany profit in
     inventory                   $(72,500)    $   -       $   -
    Differences in timing between
     financial   and
     tax   reporting               49,300       15,000    (302,600)
     Utilization of net operating loss
       carryforward               220,100      413,500     477,700
     Deferred income              224,300       55,300      68,300
     Depreciation and
       amortization              (303,800)    (248,900)   (204,400)
     Other                       (155,500)     (16,100)   (142,500)

                                 $(38,100)    $218,800   $(103,500)

  The United States and foreign components of earnings (loss) before income
  taxes are as follows:

                                  1995        1994         1993

     United   States        $(8,056,300)   $7,449,500   $3,979,400
     Foreign                  4,891,700    15,681,200    8,325,800

                            $(3,164,600)  $23,130,700  $12,305,200

  The differences between the statutory rates and the tax rates computed on
  pre-tax profits are as follows:

                                     1995       1994       1993
                                       %          %          %

     Tax expense (benefit) at
       statutory rates             (34.0)%      34.0%      34.0%
     State taxes, net of federal
       tax benefit                   (.7)        .4         .5
     Foreign (income) loss not
       subject to tax                2.6       (15.9)     (11.0)
     Provision for prior years'
       Hong Kong income taxes       12.3        (5.9)       -
     Net tax rate differential on
       undistributed foreign earnings(25.6)     (2.0)     (14.5)
     Equity in joint venture earnings
       not subject to U.S. tax or
       already taxed                (4.2)         .1        1.4
     Effect of gross up of foreign
       taxes, net of foreign
       tax credit                   (4.1)         -           -
     Federal withholding taxes       7.8          -           -
     Other                           5.4         .5          .6

                                   (40.5)%      11.2%      11.0%

  In  the third quarter of 1995, the Company reached an agreement with  the
  Hong Kong Inland Revenue Department concerning the taxes assessed against
  the  Company's  consolidated Hong Kong subsidiaries  through  1991.   The
  assessment,  including  interest charges and  net  of  U.S.  foreign  tax
  credits,  approximates $1,400,000.  The Company made a provision  in  its
  1995  second  quarter  of  $400,000 or $.02 per share,  to  increase  its
  contingency reserve to the settlement  amount.  Security deposits of
  approximately  $3,000,000  were refunded to the Company during the fourth
  quarter of 1995.  Hong Kong tax returns for the fiscal years 1992 through
  1994 have also been audited and accepted  as filed.  The Internal Revenue
  Service is currently  examining the  Company's  1992 tax return.  To date,
  no material  adjustments  have been proposed.  Management believes that
  adequate provision for taxes has been made for the years under examination
  and those not yet examined.

  The  Company adopted Statement of Financial Accounting Standards No. 109,
  "Accounting  for  Income Taxes," on January 1, 1993,  which  changed  the
  Company's method of accounting for income taxes to an asset and liability
  approach.   The  cumulative  effect of  this  change  in  the  method  of
  accounting  for  income  taxes, after minority interest  in  the  portion
  relating to Durable, was a benefit of $1,731,100 or $.11 per share.   The
  cumulative  effect  adjustment primarily  consists  of  the  tax  benefit
  associated  with Durable's net operating loss carryforward.  A  valuation
  allowance  has  not  been  recorded  limiting  such  benefits  based   on
  management's  current estimate that future profits will be sufficient  to
  realize these benefits.  A valuation allowance for the entire tax benefit
  of  the  net  operating  losses primarily accumulated  by  the  Company's
  European  subsidiary  has  been provided  as  the  realizability  of  the
  benefits of such net operating losses is not assured.

  The primary components of future income tax benefits at December 31, 1995
  are as follows:

       Net operating loss carryforwards
         (net of valuation allowances of $171,000)        $   244,100
       Depreciation and amortization                           76,300
       Deferred income                                        513,300
       Differences in timing between financial
         and tax reporting                                  1,708,500
       Other                                                  170,900
                                                            2,713,100
       Less amount included in other assets                 1,070,200

                                                           $1,642,900


  The  tax benefits resulting from the exercise of stock options have  been
  recorded  as additions to paid-in capital in the amounts of $242,800  and
  $328,500 in 1995 and 1994, respectively.

NOTE J - COMMITMENTS AND CONTINGENCIES

  Litigation

  In  April  1994,  Kabushiki  Kaisha Izumi Seiki  Seisakusho,  a  Japanese
  corporation  ("Izumi"), filed an action against  the  Company,  David  M.
  Friedson, the President and Chief Executive Officer of the Company,  U.S.
  Philips  Corporation, North American Philips Corporation and N.V. Philips
  Gloellampenfabrieken  (together, "Philips").  This  action  concerns  the
  1992 settlement (the "Philips Settlement") of certain claims, primarily a
  Federal  antitrust  claim,  made by the Company  against  Philips,  which
  resulted in an $89,644,257 judgment in favor of the Company.  Pursuant to
  the Philips Settlement, Philips paid the Company $57,000,000 in May 1992.
  As  part  of the Philips Settlement, the Company and Philips agreed  that
  the  Company's  money  judgment against Philips in connection  with  such
  antitrust  litigation would be vacated.  Izumi is claiming,  among  other
  things, that the Philips Settlement, including the agreement with Philips
  to  cooperate  to  vacate the related judgment in favor of  the  Company,
  constitutes  a  breach  by  the  Company of a  customary  indemnification
  agreement between Izumi (as seller of goods) and the Company (as buyer of
  goods)  dated February 20, 1984.  This indemnification agreement  covered
  certain  claims against the Company and was entered into more than  eight
  months  prior to the commencement of the Philips litigation in connection
  with  the  routine  purchase by the Company of goods from  Izumi.   Izumi
  advanced  certain legal fees and costs to the Company in connection  with
  the Philips litigation.  Izumi is further claiming that it is entitled to
  recover   from  the  Company  an  unspecified  portion  of  the   Philips
  Settlement,  punitive damages and reimbursement of litigation  and  other
  related  costs and expenses.  The Company disagrees with Izumi's position
  and  believes that it has meritorious defenses to these claims by  Izumi.
  A  pre-answer motion by the Company has resulted in the dismissal of some
  of  Izumi's  claims, and the Company has answered the  remaining  claims.
  The Company intends to defend this action fully and vigorously.

  In  addition,  in  June  1995, Izumi filed another  lawsuit  against  the
  Company  and  Philips.   In this second lawsuit, Izumi  sought  equitable
  relief  in  the  form  of  reinstatement of the  1990  judgments  in  the
  Company's favor against Philips, which were vacated.  This complaint  was
  amended to include Sears, Roebuck and Company ("Sears") as a co-plaintiff
  and  to  seek reinstatement of an unfair competition judgment  only.   In
  December 1995, this second lawsuit was dismissed by the Court.  Izumi and
  Sears filed notices of appeal, but subsequently withdrew the appeal.

  The Company is also subject to other legal proceedings, product liability
  and other claims which arise in the ordinary course of its business.   In
  the  opinion of management, the amount of ultimate liability, if any,  in
  excess of applicable insurance coverage, is not likely to have a material
  effect on the financial position of the Company.  However, as the outcome
  of  litigation or other legal claims is difficult to predict, significant
  changes in the estimated exposures could occur.

  Employment Agreements

  The  Company has entered into employment agreements with several  of  its
  executive  officers  for periods ranging from two  to  five  years.   The
  agreements  provide  the  employees with an  option  to  terminate  their
  agreements and receive lump sum payments of up to five years compensation
  if there is a change in control of the Company.

  Other

  In  April  1994, the Company purchased from Ourimbah Investment,  Limited
  ("Ourimbah")  the  remaining 20% of the issued  and  outstanding  capital
  stock  of Durable (the "Purchased Shares") which had not, prior  to  such
  purchase,  been  owned,  directly  or indirectly,  by  the  Company.   In
  connection  with such purchase, the Company agreed to make an  additional
  payment  to  Ourimbah for the Purchased Shares upon the occurrence  of  a
  change  of  control of the Company on or before July 1, 1999.   Any  such
  additional  payment will be in an amount with respect to  each  Purchased
  Share equal to the greater of (i) the same multiple of earnings per share
  of  Durable  as the highest multiple of earnings per share paid  for  the
  shares  of  common stock of the Company received in connection with  such
  change of control or (ii) the same multiple of net asset value per  share
  of Durable as the highest multiple of price per net asset value per share
  paid for the shares of common stock of the Company received in connection
  with  such  change of control.  For purposes of determining  whether  any
  such  additional payment is required, a change of control will be  deemed
  to have occurred upon (i) the acquisition by any person of 50% or more of
  the then outstanding shares of common stock of the Company, (ii) a change
  in  the  majority of the members of the Company's board of directors  who
  are  serving  as  of  the  date of the purchase agreement  or  (iii)  the
  approval by the Company's shareholders of (A) a reorganization, merger or
  consolidation  in  which the shareholders of the Company  prior  to  such
  transaction  do  not, immediately thereafter, own more than  50%  of  the
  combined  voting power of the Company following such transaction,  (B)  a
  liquidation  of  dissolution of the Company or  (C)  a  sale  of  all  or
  substantially all of the Company's assets.  No change of control will  be
  deemed to have occurred in connection with any transaction approved by  a
  majority of the members of the board of directors.

NOTE K - STOCKHOLDERS' EQUITY

  Stock Options

  The  1982  and 1992 Employees' Incentive Stock Option Plans  provide  for
  granting of options of not more than 1,200,000 shares and 500,000 shares,
  respectively, of common stock at a price based upon the fair market value
  at the date the options are granted.  Options granted under the plans are
  exercisable in equal annual installments during a five or six year period
  beginning one year after the date the option is granted.

  Qualified incentive stock option activity is summarized as follows:

                                                      Option price
                                           Shares      per share
     Options outstanding
       January 1, 1994                   487,400     $3.25 - $6.38

       Granted                           147,500     $7.13 - $9.75
       Exercised                        (161,695)    $3.25 - $6.38
       Expired or cancelled               (8,000)    $5.13

     Options outstanding
       December 31, 1994                 465,205     $3.25 - $9.75

       Granted                            89,500     $6.13 - $7.88
       Exercised                         (88,000)    $3.25 - $7.13
       Expired or cancelled              (75,200)    $3.25 - $9.75

     Options outstanding
       December 31, 1995                 391,505

     Options exercisable
       December 31, 1995                 182,505


  As of December 31, 1995, the options outstanding pursuant to the 1982 and
  1992  plans  were  156,005 and 235,500, respectively,  of  which  145,505
  shares  were  exercisable  under the 1982 plan  and  37,000  shares  were
  exercisable under the 1992 plan.

  Non-qualified stock options have also been granted by the Company.  Their
  activity is summarized as follows:

                                                      Option price
                                          Shares       per share

     Options outstanding
       January 1, 1994                   741,967    $  2.88 - $17.38

       Granted                           901,200    $  7.00 - $10.88
       Exercised                         (80,500)   $  2.88 - $ 8.00
       Expired or cancelled              (61,190)   $  3.25 - $16.63

     Options outstanding
       December 31, 1994                1,501,477   $  2.88 - $17.38

       Granted                            16,500    $  8.56
       Exercised                         (23,000)   $  3.25 - $ 6.00
       Expired or cancelled              (20,000)   $ 17.38

     Options outstanding
       December 31, 1995                1,474,977

     Options exercisable
       December 31, 1995                1,045,977


  No amount has been charged to income under the above plans.

  Warrants

  As  part of a lawsuit settlement, warrants to purchase 750,423 shares  of
  the  Company's  common  stock have been issued.   The  warrants  have  an
  exercise price of $7.50 per share and are exercisable through January 19,
  1998.  At December 31, 1995, 199,189 warrants have been exercised.

  Common Stock Purchase Rights Plan

  In  March  1995,  the Company implemented a Common Stock Purchase  Rights
  Plan  and  distributed one Right for each share of the  Company's  common
  stock outstanding.  The Rights are not exercisable or transferable, apart
  from  the Company's common stock, until after a person or group acquires,
  or  has the right to acquire, beneficial ownership of 15 percent or  more
  of  the  Company's  common  stock (which  threshold  may,  under  certain
  circumstances,  be  reduced  to 10 percent)  or  announces  a  tender  or
  exchange offer to acquire such percentage of the Company's common  stock.
  Each  Right entitles the holder to purchase one quarter of one  share  of
  common  stock at an exercise price of $25.00 per full share and  contains
  provisions that entitle the holder in the event of specific transactions,
  to  purchase  common stock of the Company or any acquiring  or  surviving
  entity  at one-half of market price as determined under the terms of  the
  Rights   Agreement.   The  Rights  will  expire  in  March  2005,  unless
  previously exercised or redeemed at the option of the Company for $.00001
  per Right.

NOTE L - SPECIAL PREFERRED STOCK

  During  1986,  the Company was authorized to issue 40,000,000  shares  of
  $.01 par value special preferred stock purchase rights for each share  of
  common stock, par value $.10 per share.  These rights entitled the holder
  to purchase one share of special preferred stock at a price of $.01 under
  certain conditions in connection with preserving for the Company and  its
  stockholders  the benefits of any recovery in the Company's lawsuit  with
  North  American  Philips Corporation, et al.  In 1992,  these  conditions
  ceased  to  apply, therefore, the special preferred stock  rights  remain
  outstanding but have no continuing application.

NOTE M - GEOGRAPHIC AREA INFORMATION

                                 1995          1994          1993
  Revenues
     United  States operations $126,959,000  $136,500,000    $126,114,200
    International operations
      Sales to unaffiliated
        customers                60,817,900    44,612,200      44,547,200
      Transfers between
        geographical
        areas                    83,517,400    85,070,700      72,783,100
       Eliminations             (83,517,400)  (85,070,700)    (72,783,100)

                               $187,776,900  $181,112,200     $170,661,400

  Operating profit
    United States operations    $(7,774,000) $  5,799,000    $   3,133,900
    International operations      1,854,500    15,853,400        9,141,100
    Eliminations                  1,164,000      (447,000)        (833,800)

      Operating profit (loss)    (4,755,500)   21,205,400       11,441,200

    Equity in net earnings (loss)
      of joint ventures            (392,600)       91,400         (503,900)
    Interest expense               (578,300)     (551,900)        (819,800)
    Interest and other income     2,561,800     2,385,800        2,187,700

      Consolidated earnings
        (loss) before income
        taxes, minority interest
        and cumulative effect
        of accounting  change   $(3,164,600)  $23,130,700      $12,305,200

  Identifiable assets
    United States operations   $101,555,700   $112,339,500     $92,237,200
    International operations    145,714,800    123,670,900     110,311,200
    Eliminations                (59,258,600)   (38,886,400)    (22,069,100)

       Consolidated  assets    $188,011,900   $197,124,000    $180,479,300


  Transfers  between geographic areas are billed at negotiated prices.   In
  1995,  the  United  States  operations'  operating  profit  includes   an
  $8,000,000  loss  on  the  sale  of  an  other  asset.   In   1994,   the
  international operations' operating profit includes a $7,810,500 gain  on
  the  sale  of  Hong  Kong office space.  All United States  revenues  are
  derived  from  sales  to unaffiliated customers.   Included  in  domestic
  revenues  and  operating  profit are certain sales  derived  from  direct
  product  shipments  from Hong Kong to customers  located  in  the  United
  States.

  International operations are conducted in Canada, Hong Kong,  Europe  and
  the People's Republic of China.


NOTE N - CONCENTRATION OF CREDIT AND OTHER RISKS

  The Company sells on credit terms to a majority of its customers, most of
  which are U.S. and Canadian retailers and distributors located throughout
  those countries.

  Wal-Mart  Stores,  Inc.  accounted for 13.1%,  17.8%  and  19.3%  of  the
  Company's sales in 1995, 1994 and 1993, respectively.  In 1995, a kitchen
  electric  appliance  distributor accounted for  11.4%  of  the  Company's
  sales.

  The  Company's  allowance for doubtful accounts is based on  management's
  estimates  of the creditworthiness of its customers, and, in the  opinion
  of management is believed to be set in an amount sufficient to respond to
  normal  business conditions.  Should such conditions deteriorate  or  any
  major  credit  customer default on its obligations to the  Company,  this
  allowance may need to be increased which may have an adverse impact  upon
  the Company's earnings.

  The  Company produces the vast majority of its products in its facilities
  in the People's Republic of China ("PRC").  The Company is subject to the
  risk  that  political  or  economic  upheaval  in  the  PRC  could  cause
  production  disruptions and/or increases to its costs, although  no  such
  events  have  occurred in over five years.  Presently, products  imported
  into  the U.S. from the PRC are subject to favorable duty rates based  on
  the  "Most Favored Nation" status of the PRC ("MFN Status").  MFN  Status
  is  renewed  on  an  annual  basis by the  President  and  Congress.   If
  political or economic instability in the PRC develops or if higher duties
  were  applied  to imports into the U.S., the Company could  experience  a
  material adverse impact on its revenues and earnings.

NOTE O - RELATED PARTY TRANSACTIONS

  The  Company  has  used  the services of Top Sales  Company,  Inc.  ("Top
  Sales"),  an independent sales representative, since 1978.  A  member  of
  the  Company's  Board  of  Directors is the sole  shareholder  and  Chief
  Executive Officer of Top Sales.  The Company made commission payments  to
  Top  Sales  of  $556,400, $719,600 and $575,500 in 1995, 1994  and  1993,
  respectively.

  In  1986,  the Company made a non-interest bearing loan of $78,000  to  a
  director  of the Company.  The entire amount of such loan was outstanding
  during the current year.

  During 1995, the Company made a series of personal loans bearing interest
  at prevailing market rates to the Company's President and Chief Executive
  Officer.  At December 31, 1995, the loan balance was $680,200.

NOTE P - SUBSEQUENT EVENT

  In  February  1996,  the  Company signed an agreement  with  Salton/Maxim
  Housewares,  Inc.  ("Salton"), whereby it will acquire  a  50%  ownership
  interest  in Salton.  The Company will issue to Salton 748,112 shares  of
  its  common  stock, a $10,847,620 note, and a cash payment of $3,254,286.
  The  closing of the transaction, currently anticipated in June  1996,  is
  subject  to  a  number  of conditions including the  Company  and  Salton
  entering  into mutually satisfactory commercial agreements, the Board  of
  Directors  of  Salton receiving a fairness opinion, and approval  of  the
  transaction by the shareholders of Salton.

                                      
                         SUPPLEMENTAL FINANCIAL DATA
                                      
Quarterly Financial Data (Unaudited)

The  quarterly  results for the years 1995 and 1994 are set  forth  in  the
following tabulation.
                                                        Net     Earnings
                                           Gross     Earnings    (Loss)
                              Sales        Profit     (Loss)    Per Share
  1995
  First quarter           $37,930,100   $9,135,600  $  305,200   $  .02
  Second quarter           42,102,100    9,073,600     936,000      .05
  Third quarter            52,681,300   11,220,800     871,600      .05
  Fourth quarter           55,063,400   11,439,600  (3,996,600)*   (.23)
     Total               $187,776,900  $40,869,600 $(1,883,800)  $ (.11)

  1994
  First quarter           $31,191,600   $8,008,700  $  447,400   $  .03
  Second quarter           41,962,000   11,278,900   9,940,800 **   .57
  Third quarter            55,885,000   16,318,000   5,837,900      .33
  Fourth quarter           52,073,600   13,320,900   4,311,300      .24
     Total               $181,112,200  $48,926,500 $20,537,400    $1.17

* Includes an after-tax non-recurring loss on the sale of an other asset of
$5,280,000, or $.31 per share.

**   Includes a non-recurring gain on the sale of Hong Kong office space of
$7,810,500, or $.45 per share.

Quarterly Stock Quotations and Dividends Per Share

The Company's common stock is traded on the New York Stock Exchange under the
symbol WND.  High and low market prices and dividends paid per share in 1995
and 1994, by quarters, are as follows:

                                    Market Price        Cash
                                   High    Low       Dividends

     1995
     Fourth quarter                7-3/8   6           $  .05
     Third quarter                 8-1/4   7-1/4          .05
     Second quarter                9       7-5/8          .05
     First quarter                 9-3/4   7-5/8          .05
                                                       $  .20

     1994
     Fourth quarter                11-1/8  7-5/8       $  .05
     Third quarter                 12      9-3/8          .05
     Second quarter                11-7/8  7-3/4          .05
     First quarter                  8-1/2  6-3/4          .00
                                                       $  .15

The  approximate number of holders of common stock of the  Company,  as  of
December  31, 1995, was 1,400.  This number does not include any adjustment
for  shareholders  owning  common stock in the  Depository  Trust  name  or
otherwise  in  "Street"  name,  which the Company  believes  represents  an
additional 6,300 shareholders.