SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM 10-K

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

                FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

                                    OR

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

                      Commission File Number 1-10177

                           WINDMERE CORPORATION
          (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. [X]
     As of March 20, 1996, the aggregate market value of the voting
stock (based on the closing price as reported by NYSE of $9.75)
held by non-affiliates of the Registrant was approximately
$138,251,000.
  APPLICABLE ONLY TO CORPORATE REGISTRANTS: Indicate the number of
shares outstanding of each of the Registrant's classes of common
stock, as of the latest practicable date.

                     16,427,924 Shares of Common Stock
              (as of the close of business on March 20, 1996)

                    DOCUMENTS INCORPORATED BY REFERENCE

1.   Windmere Corporation's 1995 Annual Report to Shareholders (for
     the fiscal year ended December 31, 1995).  Information
     contained in this document has been incorporated by reference
     in PARTS I and II.

2.   Windmere Corporation Proxy Statement for its 1996 Annual
     Meeting of Shareholders (dated April 12, 1996).  Information
     contained in this document has been incorporated by reference
     in PART III.


                                    PART I

ITEM 1.                    DESCRIPTION OF BUSINESS

General

Windmere Corporation (the "Company") is engaged principally in
manufacturing and distributing a wide variety of personal care, kitchen
electric and seasonal products. The Company designs and manufactures its
products for sale to retail stores, distributors and professional beauty
supply customers located primarily in the United States, Canada and
Europe, with additional distribution in Latin America and the Far East.
The Company's products are sold largely under its Windmere trade name,
as well as under other trade names, trademarks and private labels.  The
Company also manufactures products on a contract basis for others.  

The Company's products are primarily manufactured by Durable Electrical
Metal Factory, Ltd. ("Durable"), its wholly-owned Hong Kong subsidiary,
in Bao An County, Guandong Province of the People's Republic of China
("People's Republic"), which is approximately 60 miles northwest of
central Hong Kong.  The Company has a significant amount of its assets
in the People's Republic, primarily consisting of inventory, equipment
and molds.  Substantially all of the Company's products are manufactured
by Durable and unrelated factories in the People's Republic. 
Approximately 85% to 90% of the Company's products are manufactured by
Durable.  The supply and cost of these products can be adversely
affected, among other reasons, by changes in foreign currency exchange
rates, increased import duties, imposition of tariffs, imposition of
import quotas, interruptions in sea or air transportation and political
or economic changes.  From time to time, the Company explores
opportunities to diversify its sourcing and/or production of certain
products to other low-cost locations or with other third parties or
joint venture partners in order to reduce its dependence on production
in the People's Republic and/or reduce Durable's dependence on the
Company's existing distribution base.  However, at the present time, the
Company intends to continue its production in the People's Republic.

In June 1989, the People's Republic experienced civil disturbances and,
although such disturbances have dissipated since that time, there
continues to be pressure for political reform.  No assurance can be
given, however, that civil disturbances will not recur.  If it becomes
necessary to relocate the Company's manufacturing facilities from the
People's Republic as a result of civil disturbances in that country or
otherwise, the Company believes the production currently conducted in
the People's Republic could be relocated to other Far East locations,
including Hong Kong, or other low-cost manufacturing locations, with
only temporary disruption and delay in such production and possible
short-term operating and capital losses, provided that the Company is
able to move substantially all of its manufacturing equipment and other
assets currently in the People's Republic to another location.  If the
Company is unable to remove such assets, due to confiscation,
expropriation, nationalization, embargoes or governmental restrictions,
it would incur substantial operating and capital losses, including
losses resulting from business disruption and delays in production.  In
addition, as a result of a relocation of its manufacturing equipment and
certain other assets, the Company would likely incur relatively higher
manufacturing costs.  A relocation could also adversely affect the
Company's revenues if the demand for the Company's products currently
manufactured in the People's Republic decreases due to a disruption in
the production and delivery of such products or due to higher prices
which might result from increased manufacturing costs.  Furthermore,
earnings could be adversely affected due to reduced sales and/or the
Company's inability to maintain its current margins on the products
currently manufactured in the People's Republic.

In 1995, President Clinton extended the People's Republic's most-
favored-nation (MFN) trading status for an additional year, beginning
July 3, 1995. The President announced in 1994 that the United States
would, in the future, permanently de-link MFN renewal from human rights
issues, other than freedom of emigration provisions.  Under U.S. law,
MFN status means that products are subject to the relatively low duty
rates set forth in Column 1 of the Harmonized Tariff Schedules of the
United States (HTSUS), that have resulted from several rounds of
reciprocal tariff negotiations conducted under the auspices of the
General Agreement on Tariffs and Trade (GATT) since 1945.  Products from
countries not eligible for MFN treatment are subject to much higher
rates of duty, averaging 30 percent ad valorem, as set forth in Column
2 of the HTSUS.  If MFN status for goods produced in the People's
Republic were removed, there would be a substantial increase in tariffs
imposed on goods of Chinese origin entering the United States, including
those manufactured by the Company, which could have a material adverse
impact on the Company's revenues and earnings.

The Company was incorporated under the laws of the State of Florida in
1963.  As used herein, the term "Company" refers to Windmere Corporation
and its subsidiaries, unless the context indicates otherwise.  The
Company's executive offices are located at 5980 Miami Lakes Drive, Miami
Lakes, Florida 33014, (see Item 2. Properties), and its telephone number
is (305) 362-2611.

Products

The major portion of the Company's revenues are generated by the sale of
personal care products.  The Company's personal care products include
hair dryers, curling irons, curling brushes, hairsetters, combs and
brushes, shears, mirrors and electric shavers.  

The Company's appliances include toasters, toaster ovens, can openers,
blenders, hand mixers, waffle irons, steam irons, electronic air
cleaners, fans and air fresheners.

In 1995, 1994 and 1993, net sales of personal care products and
appliances represented approximately 63% and 37%, 70% and 30%, and 74%
and 26%, respectively, of the Company's total net sales.

Marketing and Distribution

Distribution: 

The Company's products are sold principally by independent sales
representatives.  The Company utilizes media advertising, cooperative
advertising and collateral materials to promote its products.  

The Company's products are sold under various federal trademarks and
registrations, some of which include:  Windmere, Jumbo Curl, Belson Pro,
Curlmaster, Design Pro, First Class Gourmet, Solid Gold, Hot'n Steamy,
Windmere Salon, Steam Express, Air Moves, ESP, Electric Shock
Protection, VIP Pro, Setting Pretty, Skinni Mini, Clothes Shaver, Easy
Styler, Four Way Curls, Set Up, All Curl Trio, Mirror Go Lightly,
Jerdon, First Class, Plak Trac, Litter Maid, Smoke Catcher, Curly Top,
Prelude, High Fashion, Belson, Pro Touch, Pro Star, Hot Silver, Golden
Touch, Profiles, Comare, Salon Designs, Premiere, Espree, Gold'n Hot and
Gentle Air.  The Company believes that its business has not been
materially dependent on any one such trademark.

The Company's distribution businesses include the sale of consumer
products and professional salon products primarily in the United States,
Canada and Europe.  Consumer products are primarily sold under the
Windmere brand and professional salon products are sold under the Belson
Products and Comare brands.  In addition, private label and controlled
label sales are made by the Company.
  
In the United States, the Company wholesales its line of consumer
products nationwide to retailers, including department stores, drug
chains, catalog stores and discount and variety stores.  The Company
also markets its consumer and professional salon appliances, hair pieces
and a wide variety of brushes and other hair care accessories to
beauticians, barbers and stylists through distributors.  In addition,
certain items, including the Company's hair dryers, curling irons and
other personal care appliances, are sold through professional beauty and
barber retail store outlets.         

The Company owns a 50% interest in a joint venture, Paragon Industries,
which distributes electric fans and other seasonal products manufactured
by Durable and unaffiliated third parties.  At December 31, 1995, this
investment had a negative book value of $.8 million and there were no
significant contingent liabilities arising from such investment.

Manufacturing:

The Company's manufacturing business is conducted by Durable.  Durable,
through its twenty-four year relationship with the Company, has produced
an extensive product line, which includes not only the appliances sold
to the Company and its customers and a substantial amount of oscillating
fans for a joint venture, but it has also become a contract manufacturer
for a range of products, such as toasters, steam irons, toaster ovens,
can openers, blenders, hand mixers and waffle irons, which it sells
primarily to customers in the United States, Canada and  Europe.  Some
of its customers are Rival, Salton-Maxim and Sunbeam.

In February 1996, the Company announced the signing of an agreement
whereby it would acquire a 50% ownership in Salton-Maxim, a designer and
marketer of small kitchen appliances and beauty care products. The
transaction, which is subject to a number of conditions, is expected to
close in June 1996.
 
Manufacturing and Supplies

The Company's foreign sales and operations are subject to the usual
risks incident to operating abroad, including currency fluctuations,
political conditions and changes in foreign laws.  A weakening or
strengthening of the United States dollar may result in higher or lower
cost of goods for the Company from suppliers in countries whose exchange
rate does not parallel the United States dollar, unlike Hong Kong the
currency of which fluctuates substantially parallel to the United States
dollar.

The Company generates approximately 85% to 90% of its revenues from
products manufactured by Durable in the People's Republic.  Such
products utilize raw materials available from at least two and as many
as nine or more independent suppliers.  The Company has no material
dependence on any single foreign source for such materials.

Seasonality

The Company's business is generally seasonal.  The Company has
historically experienced higher revenues in the third and fourth
quarters of each fiscal year primarily due to increased demand by
customers for the Company's products in the late summer for "back to
school" sales and in the fall for Christmas sales.  In typical years,
the Company begins to accumulate inventory for its major selling season
in June and July and it continues to purchase products at accelerated
rates until November.  The Company's major sales occur during August
through November.  Sales are generally made on 60 to 90 day terms. 
Heaviest collections on its open accounts receivable are received from
November through March, at which time the Company is in its most liquid
state.

Backlog

The Company's backlog of orders as of December 31, 1995, 1994 and 1993
was approximately $22.2 million, $20.1 million and $17.7 million,
respectively, which orders are generally shipped within the next
succeeding year.

Competition

The Company encounters significant competition with respect to all of
its products.   Although the Company's prices for products distributed
under its labels are in general below or competitive with those of many
nationally advertised brands, the Company also competes through quality
of product, attractive packaging, breadth of product lines, speed of
delivery and maintenance of good customer relations.  Many of the
Company's major competitors are substantially larger, have greater
financial and other resources and spend more for national advertising. 
Some of the Company's competitors include Conair, Helen of Troy and
Remington.

Regulation

In the United States, Canada and Europe, most federal, state, provincial
and local authorities require Underwriters Laboratory, Inc. ("UL") or
other safety regulation certification prior to marketing electrical
appliances in those jurisdictions.  All of the non-professional salon
appliances marketed by the Company have such certifications.  The
Company endeavors to have most of its products designed to meet those
requirements and to be so certified, although there can be no assurance
that those products, or additional electrical appliances which may be
developed by the Company, will meet such specifications.  Certain of the
products sold by the Company in the United States are subject to the
cosmetic purity and labelling provisions of the Fair Packaging and
Labelling Act.  The Company believes that in addition to  complying with
the Fair Packaging and Labelling Act, it complies with the applicable
rules and regulations of the Federal Trade Commission and other
municipal agencies with respect to, among other things, the content of
advertising and other trade practices.

Patents

Although the Company does not believe that its business is materially
dependent upon patents and patent protection, from time to time, new
products have been introduced with unique features for which the Company
has filed or obtained licenses for patents and design registrations in
the United States and in several foreign countries.

Employees

At March 1, 1996, the Company's distribution businesses in the United
States, Canada, Europe and Hong Kong employed approximately 250 
persons.  Durable's operations in Hong Kong and the People's Republic of
China employed approximately 10,000 persons.  The Company enjoys
satisfactory working relations with these employees.  The Company is not
a party to any collective bargaining agreement.

Geographic Area Financial Information

Incorporated by reference to the Company's 1995 Annual Report to
Shareholders, under the caption, "Note M to Consolidated Financial
Statements, Geographic Area Information".  Included as part of Exhibit
13.

Item 2.  PROPERTIES

The executive offices of the Company, from which a significant amount of
its business activities are conducted, are currently located at 5980
Miami Lakes Drive, Miami Lakes, Florida.  All of the space in this two-
story office and warehouse facility is owned and occupied by the
Company.  The Company also utilizes the services of public warehouses
located in Reno, Nevada and Memphis, Tennessee pursuant to short-term
contracts.

Durable owns approximately 50,000 sq. ft. of office space in Hong Kong,
of which 30,000 sq. ft. is used for its and the Company's trading
companies' headquarters.  Durable also utilizes facilities of 1,600,000
sq. ft. in the People's Republic which it operates under contracts with
the local government.  The contracts require such periodic adjustments
that terms of between one and five years exist at all times.  Certain
facilities have contract terms extending beyond five years. 

ITEM 3.  LEGAL PROCEEDINGS

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 Co. ("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.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                    PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
          MATTERS
     

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.  

ITEM 6.  SELECTED FINANCIAL DATA

(Dollars in thousands, except per share data)
  
                                1995           1994            1993 
 
Net sales                     $187,777       $181,112       $170,661   
Equity in net earnings (loss)
 of joint ventures            $   (393)      $     91       $   (504)
Earnings (loss) before taxes
 and minority interest        $ (3,165)      $ 23,131       $ 12,305
Provision for taxes           
 (benefits)                   $ (1,281)      $  2,595       $  1,365
Effective tax rate               (40.5)%         11.2%          11.0%
Net earnings (loss)           $ (1,884)*     $ 20,537**     $ 11,469***
Working capital               $127,626       $129,281       $117,961
Current ratio                 7.5 to 1       7.0 to 1       5.8 to 1
Property, plant and 
 equipment, net               $ 30,485       $ 28,449       $ 25,022
Total assets                  $188,012       $197,124       $180,479
Long-term debt, deferred 
 liabilities and minority
 interest                     $  3,519       $  4,932       $  9,492
Common stock in treasury - 
 at cost                      $      -       $      -       $      -
Stockholders' equity          $164,931       $170,625       $146,587

Per share data: 

Net earnings (loss)           $   (.11)*     $   1.17**     $    .71***
Cash dividends paid           $    .20       $    .15       $      -
Book value at year end        $   9.87       $  10.20       $   9.29
Return on average equity             -           12.9%           8.2%

*Includes a 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.

***Includes cumulative effect of accounting change benefit of $1,731,100,
or $.11 per share.

****Includes extraordinary credit from litigation settlement of
$29,648,800, or $1.82 per share.

                                     1992           1991

Net sales                          $175,450       $141,608          
Equity in net earnings (loss)
 of joint ventures                 $   (848)      $ (1,020)           
Earnings (loss) before taxes
 and minority interest             $  6,531       $(11,947)      
Provision for taxes           
 (benefits)                        $    805       $   (813)      
Effective tax rate                     10.9%          (7.4)%     
Net earnings (loss)                $ 34,335****   $ (9,488) 
Working capital                    $104,139       $ 96,705
Current ratio                      4.8 to 1       4.8 to 1
Property, plant and 
 equipment, net                    $ 24,546       $ 25,751
Total assets                       $172,974       $175,836
Long-term debt, deferred 
 liabilities and minority
 interest                          $ 12,291       $ 49,999
Common stock in treasury -
 at cost                           $      -       $  7,344
Stockholders' equity               $132,922       $100,216

Per share data:

Net earnings (loss)                $   2.09****   $   (.59) 
Cash dividends paid                $      -       $      -
Book value at year end             $   8.65       $   6.19
Return on average equity               29.4%              - 


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS
           
Results of Operations
Year Ended December 31, 1995 compared with Year Ended December 31, 1994

Net Sales

Net sales were $187.8 million and $181.1 million for the years ended
December 31, 1995 and 1994, respectively. Manufacturing sales increased by
$14.4 million due to increased shipments of kitchen electric appliances.
Distribution sales declined by $7.7 million primarily due to the weak U.S.
retailing environment in 1995. Wal-Mart Stores, Inc. and a kitchen electric
appliance distributor accounted for 13.1% and 11.4%, respectively, of the
Company's 1995 sales.
    
Set forth below is a table indicating the revenues that the Company derived
from its distribution and manufacturing operations for the periods
indicated:
 
                          Year Ended December 31,
                             1995                      1994
Distribution   $147,576,000   79%       $155,320,600    86%
Manufacturing    40,200,900   21          25,791,600    14
  Total Sales  $187,776,900  100%       $181,112,200   100%

Gross Profit Margin

The Company's gross margin percentage decreased in 1995 to 21.8% of sales
from the 27.0% level in the prior year due to higher raw materials costs
which could not be passed on to customers and the greater concentration of
lower-margin manufacturing sales. 

Selling, General and Administrative Expenses 

Selling, general and administrative expenses as a percentage of sales were
20.0% and 19.6% in 1995 and 1994, respectively. The Company's higher
aggregate operating expenses were primarily a result of increased bad debt
expense and inventory storage costs.

Unusual or Non-Recurring Items

In 1995, the Company incurred a non-recurring pre-tax loss of $8.0 million
on the sale of an other asset. This transaction reduced 1995 net earnings
by $5.3 million, or $.31 per share, on an after-tax basis. 

Equity in Net Earnings (Loss) of Joint Ventures

The Company's equity in net earnings (loss) of joint ventures was $(.4)
million and $.1 million in 1995 and 1994, respectively.  Lower gross
margins in 1995, due to higher raw materials costs, produced the decline in
the joint venture's earnings.

Taxes

The Company's tax expense is based on the earnings of each of its foreign
and domestic operations and it includes such additional U.S. taxes as are
applicable to the repatriation of foreign earnings.  Offshore earnings
generally are taxed at rates lower than in the United States. The Company
made a provision in its 1995 second quarter of $.4 million, or $.02 per
share, as a result of its settlement of a Hong Kong tax audit.

Earnings Per Share

The average number of common shares and common equivalent shares used in
computing per share results was 2.1% lower in 1995 primarily as a result of
a lower dilutive effect from unexercised stock options and warrants, due
both to a decline in the quoted market price of the Company's common stock
during the year and the Company's fourth quarter loss.

Year Ended December 31, 1994 compared with Year Ended December 31, 1993

Net Sales

Net sales were $181.1 million and $170.7 million for the years ended
December 31, 1994 and 1993, respectively.  The higher sales volume was
produced by the Company's distribution businesses on increased unit
shipments of core products.  The sales increase was almost evenly divided
between shipments to retailers and professional beauty supply customers.
Manufacturing sales by Durable were relatively unchanged, as 1994's growth
in sales of kitchen electric appliances offset a $6.5 million decline in
sales of electric fragrance units.  Wal-Mart Stores, Inc. accounted for
17.8% of the Company's 1994 sales.

Set forth below is a table indicating the revenues that the Company derived
from its distribution and manufacturing operations for the periods
indicated:
 
                          Year Ended December 31,
                       1994                       1993
Distribution   $155,320,600   86%       $144,609,600    85%
Manufacturing    25,791,600   14          26,051,800    15
  Total Sales  $181,112,200  100%       $170,661,400   100%

Gross Profit Margin

The Company's gross profit margin declined in 1994 to 27.0% of sales from
the 28.1% level in the prior year.  The lower gross margin resulted
primarily from three factors.  The Company experienced the effects of
higher raw materials prices in the second half of 1994.  In addition,
growth in kitchen electric appliance sales was achieved at lower than
normal margins in order to establish a market presence.  Finally, while
manufacturing sales were level for both years, electric fragrance unit
sales, which had higher margins, were significantly lower in 1994. 

Selling, General and Administrative Expenses 

Selling, general and administrative expenses as a percentage of sales were
19.6% and 21.4% in 1994 and 1993, respectively.  The Company's lower
aggregate operating expenses were primarily a result of reduced advertising
costs and legal expenses. 


Unusual or Non-Recurring Items

In 1994, the Company recorded an unusual and non-recurring gain of $7.8
million on the sale of 60,000 square feet of office space in Hong Kong.  No
taxes were provided as the gain is not taxable.

Equity in Net Earnings (Loss) of Joint Ventures

The Company's equity in net earnings (loss) of joint ventures, excluding
the results of a joint venture sold in August 1993, was $.1 million and
$(.3) million in 1994 and 1993, respectively.  Higher sales and gross
margins in 1994 produced the improved earnings.

Taxes

The Company's tax expense is based on the earnings of each of its foreign
and domestic operations and it includes such additional U.S. taxes as are
applicable to the repatriation of foreign earnings.  Offshore earnings
generally are taxed at rates lower than in the United States.  Non-
recurring transactions in 1994 and 1993 lowered the Company's effective tax
rate by 5.9 percentage points in each of those years.

Earnings Per Share

The average number of common shares and common equivalent shares used in
computing per share results was 8.5% higher in 1994 primarily as a result
of the 1,000,000 shares issued to acquire the additional 20% interest in
Durable, the exercise of stock options and warrants, as well as a higher
dilutive effect from unexercised stock options and warrants due to
increases in the quoted market price of the Company's common stock during
most of 1994.  The purchase and retirement of 397,400 common shares
produced only a small reduction in the annual weighted average shares total
because these purchases occurred late in 1994.
                  
Liquidity & Capital Resources

At December 31, 1995, the Company's working capital was $127.6 million, a
decrease of $1.7 million since the end of 1994.  At the end of 1995, 1994
and 1993, the Company's current ratio was 7.5 to 1, 7.0 to 1 and 5.8 to 1,
respectively, and its quick ratio was 3.5 to 1, 3.6 to 1 and 3.1 to 1,
respectively.    

Cash and cash equivalents increased by $4.8 million during 1995.  Cash of
$13.4 million was provided from operating activities, which included the
refund of $3.0 million that had been deposited as security in connection
with a Hong Kong tax audit. The Company utilized approximately $13.1
million of cash this year to finance higher inventory levels and for the
acquisition of fixed assets. In 1995, the Company purchased and retired
139,600 shares of its common stock at a cost of $1.0 million. Cash
dividends of $3.4 million were paid to shareholders in 1995. In January
1996, the Company used $2.6 million to purchase and retire 356,500 shares
of its common stock, bringing the total number of shares purchased under a
1,000,000 share authorization to 893,500, at an aggregate cost of $7.5
million. 

The Company's foreign subsidiaries (the "subsidiaries") have $6.4 million
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 $.6 million of these credit lines, leaving a
remaining funding capacity of $5.8 million.  These subsidiaries also have
available an additional $5.0 million 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 $20.0 million demand 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.  

No provision for U.S. taxes has been made on undistributed earnings of the
Company's foreign subsidiaries and joint ventures because management plans
to reinvest such earnings in their respective operations or in other
foreign operations.  Repatriating those earnings or using them in some
other manner which would give rise to a U.S. tax liability would reduce
after tax earnings and available working capital.  

The Company believes that its cash on hand and internally generated funds,
together with its credit lines, will provide sufficient funding to meet the
Company's capital requirements and its operating needs for the foreseeable
future.

Legal Proceedings

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 Co. ("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.

Manufacturing Operations

The Company's products are primarily manufactured by Durable, its wholly-
owned Hong Kong subsidiary, in Bao An County, Guandong Province of the
People's Republic of China, which is approximately 60 miles northwest of
central Hong Kong.  The Company has a significant amount of its assets in
the People's Republic, primarily consisting of inventory, equipment and
molds.  Substantially all of the Company's products are manufactured by
Durable and unrelated factories in the People's Republic.  Approximately
85% to 90% of the Company's revenues are currently derived from products
manufactured by Durable.  The supply and cost of these products, as well as
finished products, can be adversely affected, among other reasons, by
changes in foreign currency exchange rates, increased import duties,
imposition of tariffs, imposition of import quotas, interruptions in sea or
air transportation and political or economic changes. From time to time,
the Company explores opportunities to diversify its sourcing and/or
production of certain products to other low-cost locations or with other
third parties or joint venture partners in order to reduce its dependence
on production in the People's Republic and/or reduce Durable's dependence
on the Company's existing distribution base.  However, at the present time,
the Company intends to continue its production in the People's Republic.

In June 1989, the People's Republic experienced civil disturbances and,
although such disturbances have dissipated since that time, there continues
to be pressure for political reform.  No assurance can be given, however,
that civil disturbances will not recur.  If it becomes necessary to
relocate the Company's manufacturing facilities from the People's Republic
as a result of civil disturbances in that country or otherwise, the Company
believes the production currently conducted in the People's Republic could
be relocated to other Far East locations, including Hong Kong, or other
low-cost manufacturing locations, with only temporary disruption and delay
in such production and possible short-term operating and capital losses,
provided that the Company is able to move substantially all of its
manufacturing equipment and other assets currently in the People's Republic
to another location.  If the Company is unable to remove such assets, due
to confiscation, expropriation, nationalization, embargoes or governmental
restrictions, it would incur substantial operating and capital losses,
including losses resulting from business disruption and delays in pro-
duction. In addition, as a result of a relocation of its manufacturing
equipment and certain other assets, the Company would likely incur
relatively higher manufacturing costs.  A relocation could also adversely
affect the Company's revenues if the demand for the Company's products
currently manufactured in the People's Republic decreases due to a dis-
ruption in the production and delivery of such products or due to higher
prices which might result from increased manufacturing costs.  Furthermore,
earnings could be adversely affected due to reduced sales and/or the
Company's inability to maintain its current margins on the products
currently manufactured in the People's Republic.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Incorporated by reference to the Company's 1995 Annual Report to
Shareholders (Exhibit 13).  See also PART IV, ITEM 14(a)2 of this report.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE

None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference to the Company's Proxy Statement for its 1996
Annual Meeting of Shareholders under the captions "Election of Directors"
and "Executive Officers".

ITEM 11.  EXECUTIVE COMPENSATION

Incorporated by reference to the Company's Proxy Statement for its 1996
Annual Meeting of Shareholders under the captions "Executive Compensation"
and "Certain Transactions".

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated by reference to the Company's Proxy Statement for its 1996
Annual Meeting of Shareholders under the caption "Security Ownership".

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by Reference to the Company's Proxy Statement for its 1996
Annual Meeting of Shareholders under the captions "Executive Compensation"
and "Certain Transactions".


                                    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
               Corporation and subsidiaries are incorporated by reference in  
               PART II, ITEM 8:


         AUDITOR'S REPORT                             Exhibit 13

                                                      
         CONSOLIDATED BALANCE SHEETS AS OF                  
         DECEMBER 31, 1995 AND 1994                   Exhibit 13

         CONSOLIDATED STATEMENTS OF OPERATIONS              
         YEARS ENDED DECEMBER 31, 1995, 1994 
         AND 1993                                     Exhibit 13

         CONSOLIDATED STATEMENTS OF 
         STOCKHOLDERS' EQUITY - THREE YEARS ENDED 
         DECEMBER 31, 1995                            Exhibit 13

         CONSOLIDATED STATEMENTS OF                         
         CASH FLOWS - YEARS ENDED 
         DECEMBER 31, 1995, 1994 AND 1993             Exhibit 13

         NOTES TO CONSOLIDATED FINANCIAL 
         STATEMENTS                                   Exhibit 13   

                                 
2.       FINANCIAL STATEMENT SCHEDULES

         AUDITOR'S REPORT                             Filed herewith

         SCHEDULE II -  VALUATION AND QUALIFYING      
                          ACCOUNTS AND RESERVES - 
                          YEARS ENDED DECEMBER 31,
                          1995, 1994 AND 1993         Filed herewith

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

                               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       By-Laws as amended through October 11, 1991.  Incorporated by
          reference to the Company's Annual Report on Form 10-K for the year
          ended December 31, 1991.

3.5       Amendment to October 11, 1991 By-Laws.  Incorporated by reference
          to the Company's Annual Report on Form 10-K for the year ended
          December 31, 1992.

(10)      Material Contracts

          Executive Compensation Plans and Arrangements

10.1      Employment Agreement dated as of January 27, 1983, between Belvin
          Friedson and the Company.  Incorporated by reference to the
          Company's Annual Report on Form 10-K for the year ended December
          31, 1982.

10.2      Employment Agreement, First Amendment, dated as of February 27,
          1987, between Belvin Friedson and the Company.  Incorporated by
          reference to the Company's Annual Report on Form 10-K for the year
          ended December 31, 1986.

10.3      Employment Agreement, Second Amendment, dated as of December 16,
          1992, between Belvin Friedson and the Company.  Incorporated by
          reference to the Company's Annual Report on Form 10-K for the year
          ended December 31, 1992.

10.4      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.

10.5      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. 

10.6      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.

10.7      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.

10.8      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.

10.9      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.

10.10     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.

10.11     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
          reference to the Company's Annual Report on Form 10-K for the year
          ended December 31, 1987.

10.12     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.

10.13     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.

10.14     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.

10.15     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.

10.16     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.

10.17     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.

10.18     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.

10.19     Employment Agreement (First Amendment) dated as of December 16,
          1992, 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, 1992.

10.20     1982 Employees Incentive Stock Option Plan.  Incorporated by
          reference to Exhibit 4 to Post-Effective Amendment No. 1 to the
          Company's Form S-8 Registration Statement No. 2-92540.

10.21     Amendment to 1982 Employees Incentive Stock Option Plan. 
          Incorporated by reference to the Company's Annual Report on Form
          10-K for the year ended December 31, 1987.

10.22     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.

10.23     Employment Agreement dated as of October 26, 1987 between Burton A.
          Honig and the Company.  Incorporated by reference to the Company's
          Annual Report on Form 10-K for the year ended December 31, 1987.

10.24     Employment Agreement (First Amendment) dated as of December 16,
          1992, between Burton A. Honig and the Company.  Incorporated by
          reference to the Company's Annual Report on Form 10-K for the year
          ended December 31, 1992.

10.25     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.

10.26     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.

10.27     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.

10.28     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.

10.29     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.

10.30     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.

10.31     Consulting Agreement, dated March 30, 1987, between Paragon
          Industries, Paragon Sales, Inc., William Weber, Jacqueline K. Weber
          and the Company.  Incorporated by reference to the Company's Annual
          Report on Form 10-K for the year ended December 31, 1990.

10.32     Amendment to Consulting Agreement, dated May 29, 1990, between
          Paragon Industries, Paragon Sales, Inc., William Weber, Jacqueline
          K. Weber and the Company.  Incorporated by reference to the
          Company's Annual Report on Form 10-K for the year ended December
          31, 1990.

10.33     Second Amended and Restated Employment Agreement dated January 1,
          1991, between David O'Neill and the Company.  Incorporated by
          reference to the Company's Annual Report on Form 10-K for the year
          ended December 31, 1991.

10.34     Second Amended and Restated Employment Agreement (First Amendment)
          dated December 16, 1992, between David O'Neill and the Company. 
          Incorporated by reference to the Company's Annual Report on Form
          10-K for the year ended December 31, 1992.

Other Material Contracts
               
10.35     Installment Purchase Contract dated as of May 1, 1985, between the
          Dade County Industrial Development Authority and the Company. 
          Incorporated by reference to the Company's Annual Report on Form
          10-K for the year ended December 31, 1985.

10.36     Asset Purchase Agreement dated September 30, 1988 between Sally
          Beauty Company, Alberto-Culver Company, the Company and certain of
          the Company's affiliates.  Incorporated by reference to the
          Company's Annual Report on Form 10-K for the year ended December
          31, 1988.

10.37     Joint Venture Agreement, dated March 30, 1987, between Paragon
          Sales, Inc., William Weber, Jacqueline K. Weber and the Company. 
          Incorporated by reference to the Company's Annual Report on Form
          10-K for the year ended December 31, 1990.

10.38     Amendment to Joint Venture Agreement, dated May 29, 1990, between
          Paragon Sales, Inc., William Weber, Jacqueline K. Weber and the
          Company.  Incorporated by reference to the Company's Annual Report
          on Form 10-K for the year ended December 31, 1990.

10.39     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.

10.40     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.

10.41     Letter of Credit Agreement dated July 31, 1992 between  NationsBank
          and the Company.  Incorporated by reference to the Company's Form
          S-2 Registration Statement No. 33-51776.

10.42     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.

10.43     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.

10.44     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.

10.45     Warrant Agreement dated October 1, 1992, between American Stock
          Transfer and Trust Company and the Company.  Incorporated by
          reference to the Company's Form S-2 Registration Statement No. 33-
          51776.

10.46     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.

10.47     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.

10.48     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.

10.49     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.

10.50     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.

10.51     Amended and Restated Letter Agreement dated July 28, 1995, between
          NationsBank and the Company. Incorporated by reference to the
          Company's Form 10-Q dated June 30, 1995. 

10.52     Amendment No. 1 to Amended and Restated Letter Agreement, dated
          March 1, 1996, between NationsBank and the Company. Exhibit 1.

(13)      Annual Report to Security Holders for the year ended December 31,
          1995.  Exhibit 13.  
     
(22)      Subsidiaries of the Registrant.  Filed herewith.

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

          (b)  REPORTS ON FORM 8-K

               None. 



                        REPORT OF INDEPENDENT CERTIFIED 
                               PUBLIC ACCOUNTANTS


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 present 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.

We have also audited Schedule II of Windmere Corporation and Subsidiaries
for each of the three years in the period ended December 31, 1995.  In our
opinion, this schedule presents fairly, in all material respects, the
information required to be set forth therein.

GRANT THORNTON LLP

Miami, Florida
February 7, 1996 


                     WINDMERE CORPORATION AND SUBSIDIARIES

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS



Changes in allowance for possible                                          
losses on accounts receivable:

                                Years Ended December 31,

                               1995          1994         1993

Balance at beginning
 of period                  $1,338,100    $1,424,600   $1,635,600

Addition - Charged to
 costs and expenses            894,700       231,400      212,100
                                     
Addition - Charged to 
 other accounts (a)             31,600        31,300      157,300   

Deductions (b)              (1,106,400)     (349,200)    (580,400)   


Balance at end
 of period                  $1,158,000    $1,338,100   $1,424,600


(a)  Recoveries of amounts previously written off against the reserve.

(b)  Write-off of accounts receivable against the reserve.


Part IV.  Item 3.  (22).

SUBSIDIARIES OF THE REGISTRANT

Name                                         Incorporated In

Consumer Products Americas, Inc.                 Florida

EDI Masters, Inc.                                Florida

Fortune Products, Inc.                           Florida

Jerdon Products, Inc.                            Florida

Windmere Fan Products, Inc.                      Florida

Windmere Holdings Corporation                    Delaware

Goal Making Company Limited                British Virgin Islands

Remdale Investments Limited                British Virgin Islands

Windmere Consumer Products, Inc.                 Canada

Windmere France, S.A.R.L.                        France

Durable Electric, Ltd.                           Hong Kong

Durable Electrical Metal Factory, Ltd.           Hong Kong

Durable Europe, Ltd.                             Hong Kong

PPC Industries (1980) Ltd.                       Hong Kong

Sandgate Services, Ltd.                          Hong Kong

Windmere Europe, B.V.                            Netherlands


Each of the above subsidiaries is wholly-owned and is included in the
consolidated financial statements as of December 31, 1995.  


                               AUDITOR'S CONSENT


We have issued our report dated February 7, 1996, accompanying the
consolidated financial statements and schedules incorporated by reference
in the Annual Report of Windmere Corporation on Form 10-K for the year
ended December 31, 1995.  We hereby consent to the incorporation by
reference of the aforementioned report in the Registration Statements of
Windmere Corporation on Form S-8 (File No. 33-7681, effective September 30,
1986), Form S-8 (File No. 33-36424, effective August 17, 1990), Form S-2
(File No. 33-51776, effective January 19, 1993), and on Form S-8 (File No.
33-58574, effective February 22, 1993).


GRANT THORNTON LLP


Miami, Florida
March 27, 1996


                                   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 CORPORATION
                                  (Registrant)

BY:              /s/                     DATE:         3-26-96         
    David M. Friedson, President

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

BY:              /s/                     DATE:         3-26-96         
    David M. Friedson, Director and
    President (Principal Executive
    Officer)

BY:              /s/                     DATE:         3-27-96         
    Harry D. Schulman, Executive Vice
    President - Finance and Administration
    (Principal Financial Officer)

BY:              /s/                     DATE:         3-26-96         
    Burton A. Honig, Vice President -
    Finance (Principal Accounting Officer)

BY:              /s/                     DATE:         3-25-96         
    Bertley Sager, Director

BY:              /s/                     DATE:         3-25-96         
    Jerald I. Rosen, Director

BY:              /s/                     DATE:         3-25-96         
    Harold Strauss, Director

BY:              /s/                     DATE:         3-26-96         
    Lai Kin, Director

BY:              /s/                     DATE:         3-26-96         
    Raymond So, Director

BY:              /s/                     DATE:         3-26-96         
    Leonard Glazer, Director

BY:              /s/                     DATE:         3-27-96         
    Barbara Friedson Garrett, Director

BY:              /s/                     DATE:         3-27-96         
    Felix S. Sabates, Director