UNITED STATES
                     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 (Fee Required)
    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 (No Fee Required)
    For the transition period from _________________ to _________________

                        Commission file number 1-655

                             MAYTAG CORPORATION

A Delaware Corporation        I.R.S. Employer Identification No. 42-0401785

403 West Fourth Street North, Newton, Iowa 50208

Registrant's telephone number, including area code:  515-792-8000

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

                                           Name of each exchange on
    Title of each class                        which registered    
Common Stock, $1.25 par value              New York Stock Exchange
Preferred 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 S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )

The aggregate market value of the voting stock (Common stock) held by non-
affiliates of the registrant as of the close of business on March 1, 1996
was $2,075,568,600.  The number of shares outstanding of the registrant's
Common Stock (par value $1.25) as of the close of business on March 1, 1996
was 105,092,081.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's definitive proxy statement dated March 20, 1996
for the annual shareholders meeting to be held April 30, 1996 are
incorporated by reference into Part III.

                                      1<PAGE>


1995 FORM 10-K CONTENTS

Item                                                                 Page



PART I:

 1. Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

    Business - Home Appliances  . . . . . . . . . . . . . . . . . . .   3

    Business - Vending Equipment  . . . . . . . . . . . . . . . . . .   4

 2. Properties  . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

 3. Legal Proceedings   . . . . . . . . . . . . . . . . . . . . . . .   6

 4. Submission of Matters to a Vote of Security Holders   . . . . . .   6

    Executive Officers of the Registrant  . . . . . . . . . . . . . .   6

PART II:

 5. Market for the Registrant's Common Equity and Related Stockholder

    Matters   . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8

 6. Selected Financial Data   . . . . . . . . . . . . . . . . . . . .   8

 7. Management's Discussion and Analysis of Financial Condition and

    Results of Operations   . . . . . . . . . . . . . . . . . . . . .   9

 8. Financial Statements and Supplementary Data   . . . . . . . . . .  16

 9. Changes in and Disagreements with Accountants on Accounting and

    Financial Disclosure  . . . . . . . . . . . . . . . . . . . . . .  38

PART III:

10. Directors and Executive Officers of the Registrant  . . . . . . .  38

11. Executive Compensation  . . . . . . . . . . . . . . . . . . . . .  38

12. Security Ownership of Certain Beneficial Owners and Management  .  38

13. Certain Relationships and Related Transactions  . . . . . . . . .  39

PART IV:

14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K   39

Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40




                                      2<PAGE>


PART I

Item 1. Business.

Maytag Corporation (the "Company") was organized as a Delaware corporation
in 1925.  The Company operates in two business segments:  home appliances
and vending equipment.  Financial and other information relating to industry
segment and geographic data is included in Part II, Item 7, Pages 9-13, and
Item 8, Pages 35 and 36.

HOME APPLIANCES

The home appliances segment represented 93.6 percent of consolidated net
sales in 1995.

The Company, through its various business units, manufactures, distributes
and services a broad line of home appliances including laundry equipment,
dishwashers, refrigerators, cooking appliances, vacuum cleaners and steam
carpet cleaners.  The Company's appliance brands include Maytag, Jenn-Air,
Magic Chef, Admiral and Hoover.  Maytag Customer Service handles parts
distribution and customer service in the United States and Canada for the
Company's appliance brands, except Hoover.  Maytag International, Inc., the
Company's international marketing subsidiary, handles the sales of
appliances and licensing of certain home appliance brands in markets outside
the United States and Canada.  In the second quarter of 1995, the Company
sold its home appliance operations in Europe and in the fourth quarter of
1994, the Company sold its home appliance operations in Australia and New
Zealand.  Additional information regarding these divestitures is included in
Part II, Item 7, Pages 10 and 13; and Item 8, Page 25.  The operations of
the Maytag Financial Services Corporation, which provided financing programs
primarily to certain customers of the Company in North America, ceased in
1995.  However, certain financing programs continue through the Company's
other business units and subsidiaries.  Most home appliance sales are made
within North America.

The Company markets its home appliances to all major United States and
certain international markets, including the replacement market, the
commercial laundry market, the new home and apartment builder market, the
recreational vehicle market, the private label market and the
household/commercial floor care market.  Products are primarily sold to
dealers, but also sold through independent distributors, mass merchandisers
and large regional and national department stores.

A portion of the Company's operations and sales is outside the United
States.  The risks involved in foreign operations vary from country to
country and include tariffs, trade restrictions, changes in currency values,
economic conditions and international relations.  Geographic information is
included in Part II, Item 8, Page 36.

The Company uses basic raw materials such as steel, copper, aluminum, rubber
and plastic in its manufacturing process in addition to purchased motors,
compressors, timers, valves and other components.  These materials are
supplied by established sources and the Company anticipates that such
sources will, in general, be able to meet its future requirements.

The Company holds a number of patents which are important in the manufacture
of its products. The licenses it holds on other patents are not considered
to be critical to its business.  The Company holds a number of trademark

                                      3<PAGE>


registrations of which the most important are ADMIRAL, HOOVER, JENN-AIR,
MAGIC CHEF, MAYTAG and the associated corporate symbols.

The Company's home appliance business is not seasonal.

The Company is not dependent upon a single home appliance customer or a few
customers.  Therefore, the loss of any one customer would not have a
material adverse effect on its business.

The dollar amount of backlog orders of the Company is not considered
significant for home appliances in relation to the total annual dollar
volume of sales.  Because it is the Company's practice to maintain a level
of inventory sufficient to cover anticipated shipments and since orders are
generally shipped upon receipt, a large backlog would be unusual.

The home appliance market is highly competitive with the principal
competitors being larger than the Company.  Competitive pressures make price
increases difficult to implement.  The Company experienced increases in
material costs in 1995 that could not be passed on to customers because of
competitive conditions.  The Company uses brand image, product quality,
customer service, advertising and sales promotion, warranty and pricing as
its principal methods of competition.

Expenditures for company-sponsored research and development activities
relating to the development of new products and the improvement of existing
products are included in Part II, Item 8, page 36.

Although the Company has many manufacturing sites with environmental
concerns, compliance with laws and regulations regarding the discharge of
materials into the environment or relating to the protection of the
environment has not had a material effect on capital expenditures, earnings
or the Company's competitive position.  

The Company continues to progress on major capital projects implemented to
address the stricter governmental energy and environmental standards
regarding appliances which may become effective over the next several years. 
These standards, which effect the entire appliance industry, include the
mandated phase-out of chloroflourocarbons ("CFCs") production by December
31, 1995 which are used in refrigeration and regulations dealing with energy
usage.  The Company intends to be in compliance with these various standards
as they become effective.

The Company has been identified as one of a group of potentially responsible
parties by state and federal environmental protection agencies in remedial
activities related to various "Superfund" sites in the United States.  The
Company does not presently anticipate any material adverse effect upon the
Company's earnings or financial condition arising from resolution of these
matters.

The number of employees of the Company within the home appliances segment as
of February 24, 1996 was 15,168.

VENDING EQUIPMENT

The vending equipment segment represented 6.4 percent of consolidated net
sales in 1995.

The Company manufactures, through its Dixie-Narco subsidiary, a variety of

                                      4<PAGE>


bottle and can vending equipment and glass front coolers.  The products are
sold worldwide primarily to soft drink bottlers and vending equipment
distributors.

Dixie-Narco introduced a new flexible can/bottle vending machine in 1995
which maximizes the different sizes and types of beverage selections.  This
new vending machine also has the electronic capability to collect and store
sales information.  In the fourth quarter of 1995, the Company sold the
business and assets of a Dixie-Narco manufacturing operation in Eastlake,
Ohio ("Eastlake Operation").  The Eastlake Operation designs and
manufactures currency validators and electronic components used in the
gaming and vending industries.  Dixie-Narco's headquarters and vending
machine manufacturing facility in Williston, South Carolina, are not
affected by this business disposition.  Additional information regarding
this divestiture is included in Part II, Item 7, Page 10.

The Company uses steel as a basic raw material in its manufacturing
processes in addition to purchased motors, compressors and other components
made of copper, aluminum, rubber, glass and plastic.  These materials are
supplied by established sources and the Company anticipates that such
sources will, in general, be able to meet its future requirements.

The Company holds a number of patents which are important in the manufacture
of its products.  The Company holds a DIXIE-NARCO trademark registration and
its associated corporate symbol.

Vending equipment sales, though stronger in the first six months of the
year, are considered by the Company to be essentially nonseasonal.

The Company's vending equipment segment is dependent upon a few major soft
drink suppliers.  Therefore, the loss of one or more of these customers
could have a material adverse effect on this segment.  The Company
manufactures and sells its vending machines and glass front coolers in
competition with a small number of other manufacturers and is the major
manufacturer of such equipment.  The principal methods of competition
utilized by the vending equipment segment are product quality, customer
service, delivery, warranty and price.  Positive factors pertaining to the
Company's competitive position include product design, manufacturing
efficiency and superior service, while new product innovations by
competitors and severe price competition negatively impact its position.

The dollar amount of backlog orders of the Company is not considered
significant for vending equipment in relation to the total annual dollar
volume of sales.  Because it is the Company's practice to maintain a level
of inventory sufficient to cover shipments and since orders are generally
shipped upon receipt, a large backlog would be unusual.

Although the Company has manufacturing sites with environmental concerns,
compliance with laws and regulations regarding the discharge of materials
into the environment or relating to the protection of the environment has
not had a material effect on capital expenditures, earnings or the Company's
competitive position.  The government mandated phase-out of the production
of chloroflourocarbons ("CFCs") by December 31, 1995 affects the vending
equipment industry.  However, these requirements are not anticipated to have
a material impact on the business.

The number of employees of the Company within the vending equipment segment
as of February 24, 1996 was 945.

                                      5<PAGE>


Item 2. Properties.

The Company's corporate headquarters is located in Newton, Iowa.  Major
offices and manufacturing facilities in the United States related to the
home appliances segment are located in:  Newton, Iowa; Galesburg, Illinois;
Cleveland, Tennessee; Indianapolis, Indiana; Jackson, Tennessee; Herrin,
Illinois; North Canton, Ohio; and El Paso, Texas.  Maytag Customer Service,
which is located in Cleveland, Tennessee, operates an automated national
parts distribution center in Milan, Tennessee which services all of the
Company's appliance brands, except Hoover.  In addition to manufacturing
facilities in the United States, the Company has three other North American
manufacturing facilities located in Canada and Mexico.  In the fourth
quarter of 1994, the Company sold its home appliance facilities in Australia
and New Zealand.  In the second quarter of 1995, the Company sold its home
appliance facilities in Europe.

In February 1996, the Company announced that it will consolidate the
manufacturing of Jenn-Air brand cooking products at the larger Cleveland,
Tennessee, cooking products plant, and phase out production at its
Indianapolis, Indiana, facility by the end of 1996.

The office and manufacturing facility related to the vending equipment
segment is located in Williston, South Carolina.  In the fourth quarter of
1995, the Company sold its currency validator and electronic component
facility in Eastlake, Ohio.

The manufacturing facilities are well maintained, suitably equipped and in
good operating condition.  The facilities used in the production of home
appliances and vending equipment had sufficient capacity to meet production
needs in 1995, and the Company expects that such capacity will be adequate
for planned production in 1996.  The Company's major capital projects and
planned capital expenditures for 1996 are described in Part II, Item 7, Page
14.

The Company also owns or leases sales offices in many large metropolitan
areas throughout the United States and Canada.  Lease commitments are
included in Part II, Item 8, Page 33.

Item 3. Legal Proceedings.

The Company is involved in contractual disputes, environmental,
administrative and legal proceedings and investigations of various types. 
Although any litigation, proceeding or investigation has an element of
uncertainty, the Company believes that the outcome of any proceeding,
lawsuit or claim which is pending or threatened, or all of them combined,
will not have a material adverse effect on its consolidated financial
position.

Item 4. Submission of Matters to a Vote of Security Holders.

The Company did not submit any matters to a vote of security holders during
the fourth quarter of 1995 through a solicitation of proxies or otherwise.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth the names of all executive officers of the Company,
the offices held by them, the year they first became an officer of the
Company and their ages:

                                      6<PAGE>


                                                              First
                                                              Became
          Name          Office Held                         an Officer  Age

Leonard A. Hadley       Chairman and
                        Chief Executive Officer                1979      61

Donald M. Lorton        Executive Vice President, President
                        of Maytag Appliances (Acting)          1995      65

Gerald J. Pribanic      Executive Vice President and Chief
                        Financial Officer                      1996      52

Brian A. Girdlestone    President, The Hoover Company          1996      62

Robert W. Downing       President, Dixie-Narco, Inc.           1996      59

Edward H. Graham        Senior Vice President, General
                        Counsel and Assistant Secretary        1990      60

Jon O. Nicholas         Vice President, Human Resources,
                        Maytag Appliances                      1993      56

Carleton F. Zacheis     Senior Vice President,
                        Administrative                         1988      62

John M. Dupuy           Vice President, Strategic Planning     1996      39

David D. Urbani         Vice President and Treasurer           1994      50

Steven H. Wood          Vice President, Financial Reporting
                        and Audit                              1996      38

The executive officers were elected to serve in the indicated office until
the organizational meeting of the Board of Directors following the annual
meeting of shareholders on April 30, 1996 or until their successors are
elected.

Each of the executive officers has served the Company in various executive
or administrative positions for at least five years except for:

          Name                       Company/Position               Period

John M. Dupuy           A. T. Kearney - Principal Consultant       1993-1995
                        Booz, Allen & Hamilton - Principal         1985-1993
                        Consultant

David D. Urbani         Air Products and Chemicals, Inc.
                        - Assistant Treasurer                      1984-1994










                                      7<PAGE>


PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
        Matters.
                         Sale Price of Common Shares           Dividends
                           1995                1994            Per Share  
Quarter               High      Low       High      Low      1995     1994
First               $17 1/8   $14 1/2    $20       $16       $.125    $.125
Second               17 5/8    15 3/8     19 3/4    16 1/2    .125     .125
Third                18 1/8    15 1/4     20 1/8    14 7/8    .125     .125
Fourth               21 1/2    17 3/8     16 5/8    14        .14      .125

The principal U.S. market in which the Company's common stock is traded is
the New York Stock Exchange.  As of March 1 1996, the Company had 30,571
shareowners of record.

Item 6. Selected Financial Data.

Dollars in thousands
except per share
data                   1995 (1)   1994 (2)    1993 (3)   1992 (4)      1991
Net sales - as
reported            $3,039,524 $3,372,515  $2,987,054 $3,041,223 $2,970,626
Net sales - ongoing
operations           2,858,347  2,831,583   2,468,374  2,407,591  2,332,365
Gross profit           788,908    876,450     724,112    701,817    716,405
  Percent to sales       26.0%      26.0%       24.2%      23.1%      24.1%
Operating profit    $  288,234 $  322,768  $  158,878 $   78,567 $  191,507
  Percent to sales        9.5%       9.6%        5.3%       2.6%       6.4%
Income(loss) from
continuing
operations before
special items       $  144,653 $  147,557  $   81,270 $   65,446 $   79,017
  Percent to sales        4.8%       4.4%        2.7%       2.2%       2.7%
  Per share         $     1.35 $     1.38  $     0.76 $     0.62 $     0.75
Income(loss) from
continuing
operations             (14,996)   151,137      51,270     (8,354)    79,017
  Percent to sales        (.5%)      4.5%        1.7%       (.3%)      2.7%
  Per share         $    (0.14)$     1.42  $     0.48  $   (0.08)$     0.75
Dividends paid per
share                     .515        .50         .50        .50        .50
Average shares
outstanding            107,062    106,795     106,252    106,077    105,761
Working capital     $  543,431 $  595,703  $  406,181 $  452,626 $  509,025
Depreciation of
property, plant and
equipment              102,572    110,044     102,459     94,032     83,352
Additions to
property, plant and
equipment              152,914     84,136      99,300    129,891    143,372
Total assets         2,125,066  2,504,327   2,469,498  2,501,490  2,535,068
Long-term debt         536,579    663,205     724,695    789,232    809,480
Total debt to
capitalization           45.9%      50.7%       60.6%      58.7%      45.9%




                                      8<PAGE>


Shareowners' equity
per share of Common
stock               $     6.05 $     6.82  $     5.50 $     5.62 $     9.50

(1) Income (loss) from continuing operations includes a $135.4 million
after-tax loss on the sale of the Company's home appliance operations in
Europe, a $9.9 million after-tax charge to settle a lawsuit relating to the
closing of the former Dixie-Narco plant in Ranson, West Virginia, a $3.6
million after-tax loss on the disposal of its Dixie-Narco operations in
Eastlake, Ohio and a $10.8 million after-tax loss on guarantee of
indebtedness relating to the sale of one its manufacturing plants in 1992. 
Excludes the extraordinary loss on the early retirement of debt.

(2) Income (loss) from continuing operations includes a $20 million one-
time tax benefit associated with the funding of reorganization costs in
Europe over the past several years and a $16.4 million after-tax loss from
the sale of the Company's home appliance operations in Australia.  Excludes
the cumulative effect of an accounting change.

Prior to the quarter ended December 31, 1994, the Company's European
subsidiaries were consolidated as of a date one month earlier than
subsidiaries in the United States.  In the fourth quarter of 1994, this one
month reporting lag was eliminated and European results for the quarter
ended December 31, 1994 include activity for four months.  The effect of
this change increased net sales by $25.2 million in the fourth quarter and
the impact on income from continuing operations was not significant.

(3) Operating profit and income (loss) from continuing operations include
$60.4 million in pretax charges ($50 million in a special charge, or $30
million after-tax and $10.4 million in selling, general and administrative
expenses) for additional costs associated with two Hoover Europe "free
flights" promotion programs.

(4) Operating profit and income (loss) from continuing operations include a
$95 million pretax charge, or $73.8 million after-tax, relating to the
reorganization of the North American and European business units.  Excludes
the cumulative effect of accounting changes.

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

Comparison of 1995 with 1994

The Company operates in two business segments, home appliances and vending
equipment.  The operations of the home appliance segment represented 93.6
percent of net sales in 1995 and 94.3 percent of net sales in 1994.

NET SALES

The Company's consolidated net sales decreased 9.9 percent in 1995 compared
to 1994 as reported.  However, net sales were up 0.9 percent after excluding
net sales of $142 million in 1994 made by its home appliance operations in
Australia and New Zealand ("Australian Operations"), which were sold in
December 1994, and net sales of $399 million in 1994 and $181.2 million in
1995 made by its home appliance operations in Europe ("European
Operations"), which were sold in June 1995.

Sales by the North American Appliance Group increased 0.9 percent from 1994. 

                                      9<PAGE>


The Group's performance in 1995 is consistent with overall U.S. industry
performance for comparable major product categories with the Company's
market share remaining relatively unchanged.  Shipments in the U.S.
appliance industry in 1995 were slightly below the record shipment levels in
1994 due to downward inventory adjustments by dealers and a slowdown in
general economic conditions.  The industry projects 1996 appliance sales in
the U.S. to be consistent with or slightly higher than 1995 levels.  Vending
equipment sales increased 1.5 percent due to growth in demand for the
Company's core soft drink vending machines and glass front merchandiser
products.

GROSS PROFIT

Gross profit as a percent of sales in 1995 remained flat with 1994 at 26.0
percent of sales.  Margins in the North American Appliance Group decreased
due to increases in material costs that could not be passed on to customers
because of competitive conditions.  Vending equipment margins increased due
to the implementation of cost improvement projects.  Consolidated gross
profit margins remained flat as the impact of the increase in material costs
was offset by divestitures of the lower margin Australian Operations and
European Operations.  Material costs are expected to decrease moderately in
1996 with a corresponding improvement in gross margins.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (S,G&A) expenses remained relatively
flat at 16.5 percent of sales in 1995 compared to 16.4 percent of sales in
1994.

OPERATING INCOME

Operating income for 1995 totaled $288.2 million or 9.5 percent of sales
compared to $322.8 million or 9.6 percent of sales in 1994.  Excluding the
Australian and European Operations, operating income totaled $295.4 million
in 1995 or 10.3 percent of sales compared to $309.8 million or 10.9 percent
of sales in 1994.

INTEREST EXPENSE

Interest expense decreased 29.7 percent from 1994 due to debt reduction from
application of proceeds from the sale of the Australian and European
Operations and from cash provided by ongoing operations.

LOSS ON BUSINESS DISPOSITIONS

In 1995 and 1994 the Company divested several under-performing businesses to
improve shareowner value.  The absence of these operations is expected to
have a favorable impact on results of the Company going forward.  In the
second quarter of 1995, the Company sold its European Operations for $164.3
million in cash, subject to a post closing adjustment to the price.  The
pretax loss from the sale was $140.8 million and resulted in an after-tax
loss of $135.4 million, or $1.27 per share.  In the fourth quarter of 1995,
the Company sold the business and assets of a Dixie-Narco manufacturing
operation in Eastlake, Ohio ("Eastlake Operation").  The Eastlake Operation
designs and manufactures currency validators and electronic components used
in the gaming and vending industries.  Dixie-Narco's headquarters and
vending machine manufacturing facility in Williston, SC, are not affected by
this business disposition.  The pretax loss from the sale was $6 million and

                                     10<PAGE>


resulted in an after-tax loss of $3.6 million, or $.03 per share.  In the
fourth quarter of 1994, the Company sold its Australian Operations for $82.1
million in cash.  The pretax loss from the sale was $13.1 million and
resulted in an after-tax loss of $16.4 million.  See further discussion
under "Comparison of 1994 with 1993."

SETTLEMENT OF LAWSUIT

In the third quarter of 1995, the Company recorded a $16.5 million charge to
settle a lawsuit relating to the 1991 closing of a former Dixie-Narco plant
in Ranson, West Virginia.  The after-tax charge was $9.9 million or $.09 per
share.

LOSS ON GUARANTEE OF INDEBTEDNESS

The Company is contingently liable under guarantees for indebtedness owed by
a third party ("borrower") of $23 million relating to the sale in 1992 of
one of the Company's manufacturing facilities.  The borrower is presently in
default under the terms of the loan agreement.  Although the indebtedness is
collateralized by the assets of the borrower, the net realizable value of
these assets is substantially less than the amount of indebtedness.  The
borrower also has another outstanding debt of $2.5 million to the Company. 
In the fourth quarter of 1995, the Company recorded an $18 million charge to
establish a reserve for the loan guarantees and other debt.  The after-tax
charge was $10.8 million or $.10 per share.

INCOME TAXES

The significant increase in the effective tax rate is due largely to
valuation allowances established against deferred tax assets relating to
capital loss carryforwards from the loss on the sale of the European
Operations.  As tax strategies are identified and implemented, tax benefits
will be recognized and the valuation allowance will be reduced.  Excluding
amounts relating to the loss on the sale of the European Operations, the
effective tax rate was 40 percent in 1995. In 1994, a $20 million tax
benefit was recorded associated with the funding of operating losses and
reorganization costs in Europe over the past several years.  This benefit
was partially offset by the tax expense arising from the sale of the
Australian Operations. Excluding these special items, the effective tax rate
was 42 percent in 1994.  The decrease in the effective tax rate from 42
percent in 1994 to 40 percent in 1995 is primarily due to tax benefits from
an increase in export sales from the United States.

EXTRAORDINARY ITEM

In 1995, the Company retired $116.5 million of long-term debt at a cost of
$5.5 million after-tax or $.05 per share.

ACCOUNTING CHANGE

In 1994, the Company adopted Financial Accounting Standards Board Statement
No. 112 (FAS 112), "Employers' Accounting for Postemployment Benefits."  The
new rules required recognition of a liability for certain disability and
severance benefits to former or inactive employees.  The cumulative effect
of this accounting change in 1994 was $3.2 million after-tax or $.03 per
share.



                                     11<PAGE>


NET INCOME (LOSS)

Special items in 1995 include the $135.4 million after-tax loss on the sale
of the European Operations, the $3.6 million after-tax loss on the sale of
the Eastlake Operation, the $9.9 million after-tax lawsuit settlement
charge, the $10.8 million after-tax charge for the guarantee of indebtedness
and the $5.5 million extraordinary item from the early retirement of debt. 
Excluding these special items, as well as the 1994 special items, income for
1995 would have been $144.7 million, or $1.35 per share, compared to income
of $147.6 million, or $1.38 per share in 1994.  Special items in 1994
include a $16.4 million after-tax loss on sale of the Australian Operations,
a $20 million tax benefit associated with the funding of operating losses
and reorganization costs in Europe over the past several years and a $3.2
million cumulative effect of accounting change.

Comparison of 1994 with 1993

The Company operates in two business segments, home appliances and vending
equipment.  The operations of the home appliance segment represented 94.3
percent of net sales in 1994 and 94.8 percent of net sales in 1993.

NET SALES

The Company's consolidated net sales increased 12.9 percent in 1994 compared
to 1993.  Sales in the North American Appliance Group increased 14.2 percent
from 1993 due to strong industry growth and market share gains in virtually
all product categories.  These market share gains were achieved through new
product introductions and promotion of the premium Maytag and Jenn-Air
brands. Consolidated results for 1994 include thirteen months of operations
for certain subsidiaries in Europe as a one-month reporting lag was
eliminated.  Including this additional month in the fourth quarter of 1994,
European sales for the year increased 2.1 percent from 1993.  On a
comparable basis, European sales decreased 4.3 percent from 1993 resulting
from industry declines and market share losses.  The loss of market share in
Europe was partially due to a strategic reduction in certain unprofitable
product lines and sales channels.  Vending equipment sales increased 22.4
percent in 1994 resulting from increased demand for the Company's core soft
drink vending machines from new and existing domestic customers and sales of
a new glass front merchandiser.

GROSS PROFIT

Gross profit as a percent of sales increased 1.8 points resulting from
improvements in both industry segments.  Margins in the North American
Appliance Group increased due to the favorable mix of the premium priced
brands, higher margins of new products, coordinated materials purchasing
efforts and volume related factory efficiencies.  The improvement in
European margins resulted from the elimination of excess production
capacity, reduction of headcount levels and favorable product mix.  Vending
equipment margins declined primarily due to unfavorable mix of electronic
venders.  The decline in vending equipment margins was greater in the fourth
quarter than in previous quarters of 1994 due to unfavorable mix of glass
front merchandisers sold outside the United States.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (S,G&A) expenses decreased to 16.4
percent of sales in 1994 from 17.2 percent in 1993.  The decrease resulted

                                     12<PAGE>


from higher sales volumes and cost control in both the appliances and
vending equipment segments.  Staffing reductions in Europe also contributed
to the improvement from 1993.  A reversal of excess reserves relating to the
1992 reorganization of the North American Appliance Group decreased S,G&A by
$5 million in the fourth quarter of 1994.  Results for Europe in the fourth
quarter of 1994 include $4.7 million of restructuring costs, the majority of
which is included in S,G&A.

The special charge in 1993 consisted of a $50 million pretax charge to cover
additional costs associated with two "free flights" promotional programs in
Europe.  Total pretax charges relating to the "free flights" promotion
program in 1993 were $60.4 million ($50 million in a special charge and
$10.4 million in S,G&A).  Offsetting a portion of the 1993 European "free
flights" expenses in S,G&A was a $5 million reversal of excess
reorganization expenses in Europe.

OPERATING INCOME

Operating income for 1994 totaled $322.8 million or 9.6 percent of sales
compared to $158.9 million or 5.3 percent of sales in 1993.  Before the
special charge, operating income in 1993 was $208.9 million or 7.0 percent
of sales.

OTHER INCOME AND EXPENSE

In the fourth quarter of 1994, the Company sold its home appliance
operations in Australia and New Zealand ("Australian Operations") for $82.1
million in cash.  The pretax loss from the sale was $13.1 million and
resulted in an after-tax loss of $16.4 million. The pretax loss resulted
primarily from recognition of the foreign currency translation loss that the
Company had accumulated in Shareowners' Equity since the operations were
acquired in 1989.  The higher loss after-tax resulted from a lower tax basis
in the operations, as compared to the book investment, in computing the tax
liability.

INCOME TAXES

The decrease in the effective tax rate from 1993 was primarily due to a $20
million tax benefit recorded in the third quarter of 1994 associated with
the funding of operating losses and reorganization costs in Europe over the
past several years.  This benefit was partially offset by the tax expense
arising from the divestiture of Australia.  The notes to the consolidated
financial statements include a reconciliation between the statutory tax and
the actual tax provided.

ACCOUNTING CHANGE

In the first quarter of 1994, the Company adopted Financial Accounting
Standards Board Statement No. 112 (FAS 112), "Employers' Accounting for
Postemployment Benefits."  The new rules required recognition of a liability
for certain disability and severance benefits to former or inactive
employees.  The cumulative effect of this accounting change in 1994 was $3.2
million or $.03 per share.  The ongoing expenses associated with adoption of
the new statement are not significant.

NET INCOME

Excluding the $16.4 million after-tax loss on the sale of the Australian

                                     13<PAGE>


Operations in 1994, the $3.2 million cumulative effect of accounting change
in 1994, the $20 million special tax benefit in 1994 and the $30 million
after-tax special "free flights" promotion charge in 1993, income would have
been $147.6 million or $1.38 per share in 1994 compared to $81.3 million or
$.76 per share in 1993.

Liquidity and Capital Resources

During the year, the Company's primary sources of liquidity were cash
provided by operating activities, proceeds from business divestitures and
external debt.  Detailed information on the Company's cash flows is
presented in the Statements of Consolidated Cash Flows.

CASH FLOW FROM OPERATING ACTIVITIES

Cash flow generated from operating activities consists of net income
adjusted for certain non-cash income and expenses and changes in working
capital.  Non-cash income and expenses include items such as depreciation,
amortization and deferred income taxes.  Working capital consists primarily
of accounts receivable, inventory and current liabilities.

Cash flow from operating activities improved in 1995 compared to 1994
primarily as a result of a decrease in accounts receivable.  Included in the
working capital improvement was the sale of $43 million of accounts
receivable relating to Maytag Financial Services which ceased operations in
1994.  In addition, cash outflows for 1994 included $53 million of payments
for the 1992 reorganization of the European operations and the 1992/1993
European "free flights" promotional programs.  The funding of these events
was substantially completed in 1994.

CASH FLOW FROM INVESTING ACTIVITIES

The $148.5 million proceeds from business disposition in 1995 includes the
$164.3 million in cash received from the sale of the European Operations,
net of $15.8 million cash in the business sold.  Proceeds from the sale of
the Australian Operations provided cash of $82.1 million in 1994, net of
$2.7 million cash in the business sold.

The Company continually invests in its businesses to improve product design
and manufacturing processes and to increase capacity when needed.  Capital
spending in 1995 was significantly higher than 1994 due to the continuation
of several major capital projects that the Company will be implementing over
the next several years.  These projects include a new high efficiency
clothes washer and a complete redesign of the Company's refrigerator product
lines. Planned capital expenditures for 1996 approximate $200 million and
relate to these new projects as well as other ongoing production
improvements and product enhancements.  Capital spending in 1996 includes
approximately $9 million of interest expense which will be capitalized as a
result of the major capital projects described above.

CASH FLOW FROM FINANCING ACTIVITIES

In the fourth quarter, the Company increased the quarterly dividend from
$.125 to $.14 per share.  As a result, dividend payments in 1995 increased
to $55.4 million from $53.6 million in 1994.

The Company used a portion of the cash flow generated from operations and
proceeds from the business dispositions described above to reduce notes

                                     14<PAGE>


payable and long-term debt by $193.4 million in 1995.  Included in the debt
reduction is $116.5 million for the early retirement of a portion of the
Company's outstanding long-term debt at December 31, 1994.   The Company's
ratio of debt to total capitalization decreased from 50.7 percent at
December 31, 1994 to 45.9 percent at December 31, 1995.

In the fourth quarter of 1995, the Company commenced a stock repurchase
program to buy up to 10.8 million shares of the Company's outstanding Common
stock.  Through December 31, 1995, 2.7 million shares had been repurchased
at a total cost of $54.8 million.  The shares repurchased in the quarter did
not have a material impact on earnings per share in the fourth quarter or
full year of 1995.  The repurchase program is expected to continue
periodically for an unspecified length of time.

Any funding requirements for future capital expenditures and other cash
requirements in excess of cash on hand and generated from future operations
will be supplemented by the issuance of commercial paper, debt securities
and bank borrowings. The Company's commercial paper program is supported by
a credit agreement with a consortium of banks which provides revolving
credit facilities totaling $400 million.  This agreement expires July 27,
2000 and includes covenants for interest coverage and leverage.

Contingencies/Other

In connection with the sale of the European Operations, the terms of the
contract provide for a post closing adjustment to the price under which the
Company has asserted an additional amount of approximately $15 million is
owed by the buyer.  The post closing adjustment is in dispute and may
ultimately depend on the decision of an independent third party.  Also in
connection with the sale, the Company has made various warranties to the
buyer, including the accuracy of tax net operating losses in the United
Kingdom, and has agreed to indemnify the buyer for liability resulting from
customer claims under the "free flights" promotions in excess of the reserve
balance at the time of sale.  There are limitations on the Company's
liability in the event the buyer incurs a loss as a result of breach of the
warranties.  The Company does not expect the resolution of these items to
have a material adverse effect on its financial condition.

The Company announced in the fourth quarter of 1995 that it will conduct an
in-home inspection program to eliminate a potential problem with a small
electrical component in Maytag brand dishwashers.  Although the ultimate
cost of the repair will not be known until the inspection program is
complete, it is not expected to have a material impact on the Company's
results.  The Company will seek reimbursement from the supplier of the
component.

In March 1995, the FASB issued Statement of Financial Accounting Standards
No. 121 (FAS 121) "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of."  This pronouncement, which is
required to be adopted no later than the first quarter of 1996, establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill relating to those assets to be held
and used and for long-lived assets and certain identifiable intangibles to
be disposed of.  The Company does not believe adoption of the statement will
have a material impact on its financial results.

In October 1995, the FASB issued Statement of Financial Accounting Standards
No. 123 (FAS 123) "Accounting for Stock-Based Compensation."  The

                                     15<PAGE>


pronouncement is required to be adopted in fiscal year 1996.  The accounting
requirements of the statement allow companies to choose between existing
rules and the fair value rules in the new statement.  The Company has chosen
to continue to follow the existing accounting rules under APB opinion No.
25.

In February 1996, the Company announced a streamlining of its major home
appliance business designed to strengthen its position in the industry and
to deliver improved results to customers and shareowners.  This includes the
consolidation of two business units into a single business unit which will
manage the operations of all its major home appliance brands and the closing
of a cooking products plant in Indianapolis, Indiana.  The Company will take
1996 charges of $50 million for restructuring costs related to the
streamlining.  The majority of these costs are anticipated to be recorded as
a one-time charge in the first quarter of 1996.

Item 8. Financial Statements and Supplementary Data.
                                                                    Page

        Report of Independent Auditors  . . . . . . . . . . . . . .  17

        Statements of Consolidated Income (Loss)--Years Ended
          December 31, 1995, 1994, and 1993 . . . . . . . . . . . .  18

        Statements of Consolidated Financial Condition--
          December 31, 1995 and 1994  . . . . . . . . . . . . . . .  19

        Statements of Consolidated Shareowners' Equity--Years Ended
          December 31, 1995, 1994 and 1993  . . . . . . . . . . . .  21

        Statements of Consolidated Cash Flows--Years Ended
          December 31, 1995, 1994 and 1993  . . . . . . . . . . . .  23

        Notes to Consolidated Financial Statements  . . . . . . . .  24

        Quarterly Results of Operations--Years 1995 and 1994  . . .  37























                                     16<PAGE>


                       Report of Independent Auditors



Shareowners and Board of Directors
Maytag Corporation


We have audited the accompanying statements of consolidated financial
condition of Maytag Corporation and subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of income (loss), shareowners'
equity and cash flows for each of three years in the period ended December
31, 1995.  Our audits also included the financial statement schedule listed
in the Index at Item 14(a).  These financial statements and related schedule
are the responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements and related schedule
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 Maytag
Corporation and subsidiaries at December 31, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles.  Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic
financial statement taken as a whole, presents fairly in all material
respects the information set forth therein.



                                                     Ernst & Young LLP


Chicago, Illinois
January 30, 1996














                                     17<PAGE>


Statements of Consolidated Income (Loss)

                                              Year Ended December 31
In thousands except per share data          1995          1994          1993
Net sales                            $ 3,039,524   $ 3,372,515   $ 2,987,054
Cost of sales                          2,250,616     2,496,065     2,262,942
    Gross profit                         788,908       876,450       724,112
Selling, general and administrative
expenses                                 500,674       553,682       515,234
Special charge                                                        50,000
    Operating income                     288,234       322,768       158,878
Interest expense                         (52,087)      (74,077)      (75,364)
Loss on business dispositions           (146,785)      (13,088)
Settlement of lawsuit                    (16,500)
Loss on guarantee of indebtedness        (18,000)
Other--net                                 4,942         5,734         6,356
    Income before income taxes,
    extraordinary item and
    cumulative effect of
    accounting change                     59,804       241,337        89,870
Income taxes                              74,800        90,200        38,600
    Income (loss) before
    extraordinary item and
    cumulative effect of accounting
    change                               (14,996)      151,137        51,270
Extraordinary item - loss on early
retirement of debt                        (5,480)
Cumulative effect of accounting
change                                                  (3,190)
    Net income (loss)                $   (20,476)  $   147,947   $    51,270



Income (loss) per average share of Common stock: 
  Income (loss) before
  extraordinary item and
  cumulative effect of accounting
  change                             $     (0.14)  $      1.42   $      0.48
  Extraordinary item - loss on
  early retirement of debt           $     (0.05)
  Cumulative effect of accounting
  change                                           $     (0.03)
  Net income (loss) per Common
  share                              $     (0.19)  $      1.39   $      0.48

See notes to consolidated financial statements.













                                     18<PAGE>


Statements of Consolidated Financial Condition



                                                           December 31
In thousands except share data                            1995          1994
Assets

Current assets
Cash and cash equivalents                          $   141,214   $   110,403
Accounts receivable, less allowance--
(1995--$12,540; 1994--$20,037)                         417,457       567,531
Inventories                                            265,119       387,269
Deferred income taxes                                   42,785        45,589
Other current assets                                    43,559        19,345
    Total current assets                               910,134     1,130,137


Noncurrent assets
Deferred income taxes                                   91,610        72,394
Pension investments                                      1,489       112,522
Intangible pension asset                                91,291        84,653
Other intangibles, less allowance for
amortization--(1995--$65,039; 1994--$56,250)           300,086       310,343
Other noncurrent assets                                 29,321        44,979
    Total noncurrent assets                            513,797       624,891


Property, plant and equipment
Land                                                    24,246        32,600
Buildings and improvements                             260,394       284,439
Machinery and equipment                              1,030,233     1,109,411
Construction in progress                                97,053        30,305
                                                     1,411,926     1,456,755
Less allowance for depreciation                        710,791       707,456
    Total property, plant and equipment                701,135       749,299
    Total assets                                   $ 2,125,066   $ 2,504,327






















                                     19<PAGE>


                                                           December 31
In thousands except share data                            1995          1994
Liabilities and Shareowners' Equity

Current liabilities
Notes payable                                      $             $    45,148
Accounts payable                                       142,676       212,441
Compensation to employees                               61,644        61,311
Accrued liabilities                                    156,041       146,086
Income taxes payable                                     3,141        26,037
Current maturities of long-term debt                     3,201        43,411
    Total current liabilities                          366,703       534,434


Noncurrent liabilities
Deferred income taxes                                   14,367        38,375
Long-term debt                                         536,579       663,205
Postretirement benefits other than pensions            428,478       412,832
Pension liability                                       88,883        59,363
Other noncurrent liabilities                            52,705        64,406
    Total noncurrent liabilities                     1,121,012     1,238,181


Shareowners' equity
Common stock:
  Authorized--200,000,000 shares (par value
  $1.25)
  Issued--117,150,593 shares, including shares
  in treasury                                          146,438       146,438
Additional paid-in capital                             472,602       477,153
Retained earnings                                      344,346       420,174
Cost of Common stock in treasury (1995--
11,745,395 shares; 1994--9,813,893 shares)            (255,663)     (218,745)
Employee stock plans                                   (57,319)      (60,816)
Minimum pension liability adjustment                    (5,656)
Foreign currency translation                            (7,397)      (32,492)
    Total shareowners' equity                          637,351       731,712
    Total liabilities and shareowners' equity      $ 2,125,066   $ 2,504,327


See notes to consolidated financial statements.


















                                     20<PAGE>

<TABLE>
Statements of Consolidated Shareowners' Equity
<CAPTION>
                                          Additional                                     Employee    Pension     Foreign   
                         Common Stock       Paid-In    Retained       Treasury Stock       Stock    Liability    Currency  
 In thousands          Shares     Amount    Capital    Earnings     Shares     Amount      Plans    Adjustment Translation 
 <S>                  <C>        <C>        <C>         <C>        <C>       <C>          <C>       <C>          <C>
 Balance at December
   31, 1992           117,151    $146,438   $478,463    $328,122   (10,546)  $(234,993)   $(65,638) $            $(53,167)
 Net income                                               51,270
 Cash dividends                                          (53,569)
 Stock issued under
 employee stock plans                           (911)                   92       2,111
 Stock awards:
  Granted                                     (3,645)                  491      10,939      (7,294)
  Earned or canceled                           6,136                  (550)    (12,403)      9,102
 ESOP:
  Issued                                        (651)                   82       1,836
  Allocated                                                                                  1,488
 Tax benefit of ESOP
 dividends and stock
 options                                         675
 Translation                                                                                                      (17,528)
 adjustments
 Balance at December
   31, 1993           117,151     146,438    480,067     325,823   (10,431)   (232,510)    (62,342)               (70,695)
 Net income                                              147,947
 Cash dividends                                          (53,596)
 Stock issued under
 employee stock plans                         (1,760)                  207       4,635
 Stock awards:
  Granted                                     (1,045)                  243       5,397      (4,352)
  Earned or canceled                             413                   (65)     (1,457)      4,284
 Conversion of
 subordinated
 debentures                                     (985)                  137       3,063
 ESOP:
  Issued                                        (493)                   95       2,127
  Allocated                                                                                  1,594
 Tax benefit of ESOP
 dividends and stock
 options                                         956




                                        21<PAGE>


 Translation
 adjustments related
 to business
 disposition                                                                                                       13,089
 Translation
 adjustments                                                                                                       25,114
 Balance at December
   31, 1994           117,151     146,438    477,153     420,174    (9,814)   (218,745)    (60,816)               (32,492)
 Net loss                                                (20,476)
 Cash dividends                                          (55,352)
 Stock issued under
 employee stock plans                         (2,301)                  339       7,295
 Stock awards:
  Granted                                     (1,539)                  212       4,713      (3,173)
  Earned or canceled                             672                  (108)     (2,408)      4,949
 Purchase of Common
 stock for treasury                                                 (2,744)    (54,775)
 Conversion of
 subordinated
 debentures                                   (1,941)                  272       6,071
 ESOP:
  Issued                                        (629)                   98       2,186
  Allocated                                                                                  1,721
 Tax benefit of ESOP
 dividends and stock
 options                                       1,187
 Minimum pension
 liability adjustment                                                                                  (5,656)
 Translation
 adjustments related
 to business
 disposition                                                                                                       19,887
 Translation
 adjustments                                                                                                        5,208
 Balance at December
   31, 1995           117,151    $146,438   $472,602    $344,346   (11,745)  ($255,663)   ($57,319)   ($5,656)    ($7,397)
</TABLE>

 See notes to consolidated financial statements.





                                        22<PAGE>


 Statements of Consolidated Cash Flows

                                                Year Ended December 31
 In thousands                                1995         1994         1993

 Operating activities
 Net income (loss)                      $ (20,476)   $ 147,947    $  51,270
 Adjustments to reconcile net income
 (loss) to net cash provided by
 operating activities:
   Loss on business dispositions          146,785       13,088
   Cumulative effect of accounting
   change                                                3,190
   Depreciation and amortization          111,861      119,358      111,781
   Deferred income taxes                  (42,036)     (10,058)     (35,833)
   Reorganization expenses                              (5,000)      (5,000)
   "Free flights" promotion expenses                       700       60,379
   Changes in selected working
   capital items exclusive of
   business dispositions:
     Inventories                           13,248       24,503      (29,323)
     Receivables                           60,156      (53,074)     (59,745)
     Other current assets                   5,548       (2,537)      11,136
     Other current liabilities              4,624       43,387      (17,383)
     Reorganization reserve                  (903)     (26,686)     (39,671)
     "Free flights" promotion reserve        (388)     (26,709)     (42,981)
   Pension assets and liabilities          17,735       14,089       43,513
   Postretirement benefits                 15,702       21,197       11,259
   Other--net                               2,643        5,967       11,913
      Net cash provided by operating
      activities                          314,499      269,362       71,315

 Investing activities
 Capital expenditures--net               (148,349)     (79,024)     (95,990)
 Proceeds from business dispositions
 (net of cash in businesses sold of
 $15,783 in 1995 and $2,650 in 1994)      148,497       79,428
      Total investing activities              148          404      (95,990)

 Financing activities
 Proceeds from credit agreements and
 long-term borrowings                                                 5,500
 (Decrease) increase in notes payable     (29,808)    (118,134)     138,951
 Reduction in long-term debt             (163,609)     (36,001)     (94,449)
 Stock repurchases                        (54,775)
 Stock options exercised and other
   Common stock transactions               16,801       12,377        5,903
 Dividends                                (55,352)     (53,596)     (53,569)
      Total financing activities         (286,743)    (195,354)       2,336
 Effect of exchange rates on cash           2,907        4,261       (2,963)
      Increase (decrease) in cash
      and cash equivalents                 30,811       78,673      (25,302)
 Cash and cash equivalents at
 beginning of year                        110,403       31,730       57,032
      Cash and cash equivalents at
      end of year                       $ 141,214    $ 110,403    $  31,730

 See notes to consolidated financial statements.

                                     23<PAGE>


 Notes to Consolidated Financial Statements



 Summary of Significant Accounting Policies:
 Organization:  Home Appliances-The Company, through its various business
 units, manufactures, distributes and services a broad line of home
 appliances including laundry equipment, dishwashers, refrigerators, cooking
 appliances, vacuum cleaners and steam carpet cleaners.  In the second
 quarter of 1995, the Company sold its home appliance operations in Europe
 and in the fourth quarter of 1994, the Company sold its home appliance
 operations in Australia and New Zealand.  The Company markets its home
 appliances to all major United States and certain international markets,
 including the replacement market, the commercial laundry market, the new
 home and apartment builder market, the recreational vehicle market, the
 private label market and the household/commercial floor care market. 
 Products are primarily sold to dealers, but also sold through independent
 distributors, mass merchandisers and large regional and national department
 stores.
    Vending Equipment-The Company manufactures, through its Dixie-Narco
 subsidiary, a variety of bottle and can vending equipment and glass front
 coolers.  The products are sold worldwide primarily to soft drink bottlers
 and vending equipment distributors.

 Principles of Consolidation:  The consolidated financial statements include
 the accounts and transactions of the Company and its wholly-owned
 subsidiaries.  Intercompany accounts and transactions are eliminated in
 consolidation.
    Prior to the quarter ended December 31, 1994, the Company's European
 subsidiaries were consolidated as of a date one month earlier than
 subsidiaries in the United States.  In the fourth quarter of 1994, this one
 month reporting lag was eliminated and European results for the quarter
 ended December 31, 1994 included activity for four months.  The effect of
 this change increased net sales by $25.2 million in the fourth quarter of
 1994, and the impact on net income was not significant.  
    Exchange rate fluctuations from translating the financial statements of
 subsidiaries located outside the United States into U.S. dollars and
 exchange gains and losses from designated intercompany foreign currency
 transactions are recorded in a separate component of shareowners' equity. 
 All other foreign exchange gains and losses are included in income.
    Certain previously reported amounts have been reclassified to conform
 with the current period presentation.

 Use of Estimates:  The preparation of financial statements in conformity
 with generally accepted accounting principles requires management to make
 estimates and assumptions that affect the amounts reported in the financial
 statements and accompanying notes.  Actual results could differ from these
 estimates.

 Cash Equivalents:  Highly liquid investments with a maturity of 90 days or
 less when purchased are considered by the Company to be cash equivalents.

 Inventories:  Inventories are stated at the lower of cost or market. 
 Inventory costs are determined by the last-in, first-out (LIFO) method for
 approximately 96 percent and 80 percent of the Company's inventories at
 December 31, 1995 and 1994.  Costs for other inventories have been
 determined principally by the first-in, first-out (FIFO) method.


                                     24<PAGE>


 Intangibles:  Intangibles principally represent goodwill, which is the cost
 of business acquisitions in excess of the fair value of identifiable net
 tangible assets of businesses acquired.  Goodwill is amortized over 40
 years on the straight-line basis and the carrying value is reviewed
 annually.  If this review indicates that goodwill will not be recoverable
 as determined based on the undiscounted cash flows of the entity acquired
 over the remaining amortization period, the Company's carrying value of the
 goodwill will be reduced by the estimated shortfall of cash flows.

 Income Taxes:  Certain expenses (principally related to accelerated tax
 depreciation, employee benefits and various other accruals) are recognized
 in different periods for financial reporting and income tax purposes.

 Property, Plant and Equipment:  Property, plant and equipment is stated on
 the basis of cost.  Depreciation expense is calculated principally on the
 straight-line method to amortize the cost of the assets over their
 estimated useful lives. 

 Short and Long-Term Debt:  The carrying amounts of the Company's borrowings
 under its short-term revolving credit agreements approximate their fair
 value.  The fair values of the Company's long-term debt are estimated based
 on quoted market prices of comparable instruments.

 Forward Foreign Exchange Contracts:  The Company enters into forward
 foreign exchange contracts to hedge exposures related to foreign currency
 transactions.  Losses on hedges of firm identifiable commitments are
 recognized in the same period in which the underlying transaction is
 recorded. Gains and losses on other contracts are marked to market each
 period and the gains and losses are included in income.  

 Business Dispositions
 In the second quarter of 1995, the Company sold its home appliance
 operations in Europe for $164.3 million in cash, subject to a post closing
 adjustment to the price.  The pretax loss from the sale was $140.8 million
 and resulted in an after-tax loss of $135.4 million.  In the fourth quarter
 of 1995, the Company sold the business and assets of a Dixie-Narco
 manufacturing operation in Eastlake, Ohio.  The pretax loss from the sale
 was $6 million and resulted in an after-tax loss of $3.6 million.  In the
 fourth quarter of 1994, the Company sold its home appliance operations in
 Australia and New Zealand for $82.1 million in cash.  The pretax loss on
 the sale was $13.1 million and resulted in an after-tax loss of $16.4
 million.  See industry segment and geographic information for financial
 information related to these businesses.

 Other Expenses
 In the third quarter of 1995, the Company recorded a $16.5 million charge
 to settle a lawsuit relating to the 1991 closing of a former Dixie-Narco
 plant in Ranson, West Virginia.  The after-tax charge was $9.9 million.
    The Company is contingently liable under guarantees for indebtedness
 owed by a third party ("borrower") of $23 million relating to the sale in
 1992 of one of the Company's manufacturing facilities.  The borrower is
 presently in default under the terms of the loan agreement.  Although the
 indebtedness is collateralized by the assets of the borrower, the net
 realizable value of these assets is substantially less than the amount of
 indebtedness.  The borrower also has another outstanding debt of $2.5
 million to the Company.  In the fourth quarter of 1995, the Company
 recorded an $18 million charge to establish a reserve for the loan
 guarantees and other debt.  The after-tax charge was $10.8 million.

                                     25<PAGE>


 Inventories
                                                            December 31
 In thousands                                             1995         1994
 Finished products                                   $ 163,968    $ 254,345
 Work in process, raw materials and supplies           101,151      132,924
                                                     $ 265,119    $ 387,269

    If the FIFO method of inventory accounting, which approximates current
 cost, had been used for all inventories, they would have been $82.1 million
 and $77.1 million higher than reported at December 31, 1995 and 1994.

 Pension Benefits
 The Company and its subsidiaries have noncontributory defined benefit
 pension plans covering most employees.  Plans covering salaried and
 management employees generally provide pension benefits that are based on
 an average of the employee's earnings and credited service.  Plans covering
 hourly employees generally provide benefits of stated amounts for each year
 of service.  The Company's funding policy is to contribute amounts to the
 plans sufficient to meet minimum funding requirements.
    A summary of the components of net periodic pension expense (income)
 for the defined benefit plans is as follows:

                                                Year Ended December 31
 In thousands                                1995         1994         1993
 Service cost--benefits earned during
 the period                             $  20,358    $  28,550    $  24,067
 Interest cost on projected benefit
 obligation                                80,163       94,148       90,322
 Return on plan assets:
   Actual return                         (170,847)         559     (167,540)
   Expected return (higher) lower
   than actual                             82,427     (117,553)      54,399
   Expected return on plan assets         (88,420)    (116,994)    (113,141)
 Other net amortization and deferral        6,355        9,474        4,917
   Net pension expense                  $  18,456    $  15,178    $   6,165

    Assumptions used in determining net periodic pension expense (income)
 for the defined benefit plans in the United States were:

                                                   1995      1994      1993
 Discount rates                                     8.5%      7.5%      8.5%
 Rates of compensation increase                     6.0%      5.0%      6.0%
 Expected long-term rates of return on assets       9.5%      9.5%      9.5%

    For the valuation of pension obligations at the end of 1995 set forth
 in the table below, and for determining pension expense in 1996, the
 discount rate and rate of compensation increase have been decreased to 7.5
 percent and 5.0 percent, respectively.  The majority of the increase in the
 projected benefit obligation between 1994 and 1995 is due to the decrease
 in the discount rate.  Assumptions for defined benefit plans outside the
 United States are comparable to the above in all periods.  
    As of December 31, 1995, approximately 96 percent of the plan assets
 are invested in listed stocks and bonds.  The balance is invested in real
 estate and short term investments.
    Certain pension plans in the United States provide that in the event of
 a change of Company control and plan termination, any excess funding may be
 used only to provide pension benefits or to fund retirees' health care


                                     26<PAGE>


 benefits.  The use of all pension assets for anything other than providing
 employee benefits is either limited by legal restrictions or subject to
 severe taxation.
    The following table sets forth the funded status and amounts recognized
 in the statements of consolidated financial condition for the Company's
 defined benefit pension plans:

                            December 31, 1995            December 31, 1994
                           Plans in      Plans in      Plans in      Plans in
                              Which         Which         Which         Which
                      Assets Exceed   Accumulated Assets Exceed   Accumulated
                        Accumulated      Benefits   Accumulated      Benefits
 In thousands              Benefits Exceed Assets      Benefits Exceed Assets
 Actuarial present
 value of benefit
 obligation:
  Vested benefit
  obligation            $   (8,096)   $ (721,880)   $  (399,971)  $ (617,011)
  Accumulated benefit
  obligation            $   (8,099)   $ (803,468)   $  (399,975)  $ (683,551)
  Projected benefit 
  obligation            $   (8,781)   $ (855,017)   $  (426,485)  $ (745,273)
 Plan assets at fair
 value                       9,934       714,818        523,104      625,648
 Projected benefit
 obligation less than
 (in excess of) plan
 assets                      1,153      (140,199)        96,619     (119,625)
 Unrecognized net
 (gain) loss                     5        83,828        (22,002)      91,078
 Prior service cost
 not yet recognized
 in net periodic
 pension cost                  604        90,670         38,159       85,191
 Unrecognized net
 asset at adoption of
 FAS 87, net of
 amortization                 (273)      (26,235)          (254)     (31,354)
 Net pension asset      $    1,489    $    8,064    $   112,522   $   25,290
 Recognized in the
 statements of
 consolidated
 financial condition
 Pension investment
 (liability)            $    1,489    $  (88,883)   $   112,522   $  (59,363)
 Intangible pension
 asset                                    91,291                      84,653
  Reduction of
  shareowners' equity                      5,656
 Net pension asset      $    1,489    $    8,064    $   112,522   $   25,290

    Pension investments above of approximately $112 million at December 31,
 1994, and pension income of $2.2 million, $1.6 million and $5.5 million in
 1995, 1994 and 1993 relate to pension plans covering employees in Europe. 
 These plans were transferred to the buyer in 1995 in connection with the
 sale of the Company's home appliance operations in Europe.
    In 1995 and 1994, the Company recorded $96.9 million and $84.7 million,
 respectively, to recognize the minimum pension liability required by the

                                     27<PAGE>


 provisions of Financial Accounting Standards Board Statement No. 87 (FAS
 87), "Employers' Accounting for Pensions."  The transaction, which had no
 effect on income, was offset by recording an intangible asset of $91.2
 million in 1995 and $84.7 million in 1994.  The intangible asset represents
 a future economic benefit arising from the granting of retroactive pension
 benefits over many years and will be amortized to expense over the
 remaining average working lifetime of the affected employees.  The
 intangible asset is required to be recognized in accordance with FAS 87 due
 to an increase in the accumulated benefit obligation resulting from the
 decrease in the discount rate.  In addition, because the intangible asset
 recognized may not exceed the amount of unrecognized prior service cost and
 transition obligation on an individual plan basis, the balance in 1995 of
 $5.7 million, net of income tax benefits is recorded as a separate
 reduction of shareowners' equity at December 31, 1995.

 Postretirement Benefits Other Than Pensions
 In addition to providing pension benefits, the Company provides
 postretirement health care and life insurance benefits for its employees in
 the United States.  Most of the postretirement plans are contributory and
 contain certain other cost sharing features such as deductibles and
 coinsurance.  The plans are unfunded.  Employees do not vest, and these
 benefits are subject to change.  Death benefits for certain retired
 employees are funded as part of, and paid out of, pension plans.
    A summary of the components of net periodic postretirement benefit cost
 is as follows:

                                                 Year Ended December 31
 In thousands                                  1995        1994        1993
 Service cost                              $ 12,876    $ 15,440    $ 10,225
 Interest cost                               27,911      29,448      26,939
 Net amortization and deferral               (8,147)     (5,957)     (8,228)
    Net periodic postretirement benefit
    cost                                   $ 32,640    $ 38,931    $ 28,936

    Assumptions used in determining net periodic postretirement benefit
 cost were:
                                                    1995      1994      1993
 Health care cost trend rates(1):
   Current year                                     9.0%     13.0%     14.0%
   Decreasing gradually to                          6.0%      6.0%      6.0%
   Until the year                                   2001      2001      2009
   Each year thereafter                             6.0%      6.0%      6.0%
 Discount rates                                     8.5%      7.5%      8.5%

 (1) Weighted-average annual assumed rate of increase in the per capita cost
     of covered benefits.

    For the valuation of the accumulated benefit obligation at December 31,
 1995 and for determining postretirement benefit costs in 1996, the discount
 rate has been decreased to 7.5 percent.
    The health care cost trend rate assumption has a significant impact on
 the amounts reported.  For example, increasing the assumed health care cost
 trend rates by one percentage point in each year would increase the
 accumulated postretirement benefit obligation as of December 31, 1995 by
 $41.8 million and the aggregate of the service and interest cost components
 of net periodic postretirement benefit cost for 1995 by $5.3 million.
    The following table presents the status of the plans reconciled with
 amounts recognized in the statements of consolidated financial condition

                                     28<PAGE>


 for the Company's postretirement benefits.

                                                            December 31
 In thousands                                             1995         1994
 Accumulated postretirement benefit obligation:
   Retirees                                          $ 259,421    $ 239,593
   Fully eligible active plan participants              42,698       37,569
   Other active plan participants                       92,557       79,524
                                                       394,676      356,686
   Unamortized plan amendment                           37,235       45,598
   Unrecognized net gain(loss)                          (3,433)      10,548
 Postretirement benefit liability recognized in
 the statements of consolidated financial
 condition                                           $ 428,478    $ 412,832

 Employee Stock Ownership Plan and Other Employee Benefits
 The Company has established a trust to administer a leveraged employee
 stock ownership plan (ESOP) within an existing employee savings plan.  The
 Company has guaranteed the debt of the trust and will service the repayment
 of the debt, including interest, through the Company's employee savings
 plan contribution and from the quarterly dividends paid on stock held by
 the ESOP.  Dividends paid by the Company on stock held by the ESOP totaled
 $1.5 million, $1.4 million and $1.4 million in 1995, 1994 and 1993.  The
 ESOP notes are collateralized by the Common stock owned by the ESOP trust. 
 The Company makes annual contributions to the ESOP to the extent the
 dividends earned on the shares held are less than the debt service
 requirements.  The Company made contributions to the plan of $6.3 million,
 $5.9 million and $5.5 million for loan payments in 1995, 1994 and 1993.  As
 the debt is repaid, shares are released from collateral and allocated to
 active employees based on the proportion of debt service paid in the year. 
 Accordingly, the loan outstanding is recorded as debt and the cost of
 shares pledged as collateral are reported as a reduction of Shareowners'
 Equity (employee stock plans).  As the shares are released from collateral,
 the Company reports compensation expense based on the historical cost of
 the shares. The Company also expenses any additional contributions required
 if the shares released from collateral are less than the shares earned by
 the employees.  All shares held by the ESOP are considered outstanding for
 earnings per share computations and dividends earned on the shares are
 recorded as a reduction of retained earnings.  Expenses of the ESOP, the
 majority of which represents interest on the ESOP debt, totaled $8.3
 million, $7.4 million and $7.5 million in 1995, 1994 and 1993.  The ESOP
 shares as of December 31 were as follows:

                                                          1995         1994
 Released and allocated shares                        1,053,087      884,373
 Unreleased shares                                    1,804,056    1,972,770
                                                      2,857,143    2,857,143

    In the first quarter of 1994, the Company adopted Financial Accounting
 Standards Board Statement No. 112 (FAS 112), "Employers' Accounting for
 Postemployment Benefits."  The new rules require recognition of a liability
 for certain disability and severance benefits to former or inactive
 employees.  The cumulative effect of the accounting change was $3.2
 million.  The ongoing expenses associated with the adoption of this
 standard are not significant.




                                     29<PAGE>


 Accrued Liabilities
                                                            December 31
 In thousands                                             1995         1994
 Warranties                                          $  31,035    $  42,977
 Advertising/sales promotion                            28,297       27,315
 Other                                                  96,709       75,794
                                                     $ 156,041    $ 146,086

 Income Taxes
 Deferred income taxes reflect the net tax effects of temporary differences
 between the carrying amount of assets and liabilities for financial
 reporting purposes and the amounts used for income tax purposes.
    Significant components of the Company's deferred tax assets and
 liabilities are as follows:

                                                            December 31
 In thousands                                             1995         1994
 Deferred tax assets (liabilities):
  Tax over book depreciation                         $ (93,173)   $(107,662)
  Postretirement benefit obligation                    167,783      160,291
  Product warranty/liability accruals                   22,473       18,887
  Pensions and other employee benefits                  11,112      (37,284)
  Capital loss carryforward                             37,876
  Net operating loss carryforwards                       4,456       67,562
  Foreign tax credit carryforward                                     6,277
  Other                                                  9,037       (6,664)
                                                       159,564      101,407
 Less valuation allowance for deferred tax assets      (40,492)     (21,799)
      Net deferred tax assets                        $ 119,072    $  79,608
 Recognized in statements of consolidated
 financial condition:
  Deferred tax assets--current                       $  42,785    $  45,589
  Deferred tax liabilities--current                       (956)
  Deferred tax assets--noncurrent                       91,610       72,394
  Deferred tax liabilities--noncurrent                 (14,367)     (38,375)
      Net deferred tax assets                        $ 119,072    $  79,608

    At December 31, 1995, the Company has available for tax purposes
 approximately $13 million of net operating loss carryforwards outside the
 United States which expire in various years through 2005.  The Company also
 has a capital loss carryforward available in the United States of $108
 million which expires in the year 2000.
    Income (loss) before income taxes, extraordinary item and cumulative
 effect of accounting change consists of the following:

                                                Year Ended December 31
 In thousands                                1995         1994         1993
 United States                          $  65,041    $ 230,320    $ 162,554
 Non-United States                         (5,237)      11,017      (72,684)
                                        $  59,804    $ 241,337    $  89,870

 Significant components of the provision for income taxes are as follows:







                                     30<PAGE>


                                                Year Ended December 31
 In thousands                                1995         1994         1993
 Current provision:
    Federal                             $  81,200    $  78,200    $  51,700
    State                                  16,400       16,400        9,100
    Non-United States                       1,100       12,900       20,000
                                           98,700      107,500       80,800
 Deferred provision:
    Federal                               (19,900)      (9,400)         400
    State                                  (5,200)      (2,500)         700
    Non-United States                       1,200       (5,400)     (43,300)
                                          (23,900)     (17,300)     (42,200)
      Provision for income taxes        $  74,800    $  90,200    $  38,600

 Significant items impacting the effective income tax rate are as follows:

                                              Year Ended December 31
 In thousands                                1995         1994         1993
 Income before extraordinary item and
 cumulative effect of accounting
 change computed at the statutory
 United States income tax rate          $  20,900    $  84,500    $  31,500
 Increase (reduction) resulting from:
    Tax benefit associated with
    European operating losses and
    reorganization costs                               (20,000)
    Non-United States losses with no
    tax benefit                               400        5,800
    Goodwill amortization                   3,200        3,200        3,200
    Effect of business disposition         46,000        7,800
    Effect of statutory rate
    differences outside the United
    States                                    900          100        2,500
    State income taxes, net of
    federal tax benefit                     7,300        9,000        6,400
    Tax credits arising outside the
    United States                          (1,200)        (600)        (800)
    Effect of tax rate changes on
    deferred taxes                                                   (2,500)
    Other-net                              (2,700)         400       (1,700)
      Provision for income taxes        $  74,800    $  90,200    $  38,600

    Since the Company plans to continue to finance expansion and operating
 requirements of subsidiaries outside the United States through reinvestment
 of the undistributed earnings of these subsidiaries (approximately $21
 million at December 31, 1995), taxes which would result from distribution
 have not been provided on such earnings.  If such earnings were
 distributed, additional taxes payable would be significantly reduced by
 available tax credits arising from taxes paid outside the United States.
    Income taxes paid, net of refunds received, during 1995, 1994 and 1993
 were $123 million, $103 million, and $68.3 million, respectively.

 Notes Payable
 Notes payable at December 31, 1994 consisted of notes payable to banks of
 $29 million, in addition to $16 million in commercial paper borrowings. 
 The Company's commercial paper program is supported by a credit agreement
 totaling $400 million which expires on July 27, 2000.  Subject to certain
 exceptions, the credit agreement requires the Company to be within certain

                                     31<PAGE>


 quarterly levels of maximum leverage and minimum interest coverage.  At
 December 31, 1995, the Company was in compliance with all covenants.  The
 weighted average interest rate on all notes payable and commercial paper
 borrowings was 6.5 percent at December 31, 1994.  There were no notes
 payable and commercial paper borrowings at December 31, 1995.

 Long-Term Debt
 Long-term debt consisted of the following:

                                                            December 31
 In thousands                                             1995         1994
 Notes payable with interest payable semiannually:
    Due May 15, 2002 at 9.75%                        $ 177,425    $ 200,000
    Due July 15, 1999 at 8.875%                        148,550      175,000
    Due July 1, 1997 at 8.875%                          53,741      100,000
 Medium-term notes, maturing from 2001 to 2010,
 from 7.69% to 9.03% with interest payable
 semiannually                                          101,500      162,750
 Employee stock ownership plan notes payable
 semiannually through July 2, 2004 at 9.35%             55,373       57,504
 Other                                                   3,191       11,362
                                                       539,780      706,616
 Less current maturities of long-term debt               3,201       43,411
 Long-term debt                                      $ 536,579    $ 663,205

    The 9.75 percent notes, the 8.875 percent notes due in 1999 and the
 medium-term notes grant the holders the right to require the Company to
 repurchase all or any portion of their notes at 100 percent of the
 principal amount thereof, together with accrued interest, following the
 occurrence of both a change in Company control and a credit rating decline.
    The fair value of the Company's long-term debt, based on public quotes
 if available, exceeded the amount recorded in the statements of
 consolidated financial condition at December 31, 1995 and 1994 by $68.1
 million and $17.3 million, respectively.
    Interest paid during 1995, 1994 and 1993 was $60.2 million, $75.2
 million, and $76.2 million.  The aggregate maturities of long-term debt in
 each of the next five years is as follows (in thousands):  1996-$3,201;
 1997-$57,489; 1998-$4,378; 1999-$153,696; 2000-$6,119.
    In 1995, the Company retired $116.5 million of long-term debt. 
 Included in this amount was $22.6 million of the 9.75 percent notes due May
 15, 2002, $26.4 million of the 8.875 percent notes due July 15, 1999, $46.3
 million of the 8.875 percent notes due July 1, 1997 and $21.2 million of
 medium term notes ranging in maturities from November 15, 2001 to February
 23, 2010.  As a result of these early retirements, the Company recorded an
 after-tax charge of $5.5 million (net of income tax benefit of $3.6
 million), which has been reflected in the consolidated statement of income
 (loss) as an extraordinary item.

 Forward Foreign Exchange Contracts
 The Company has entered into contracts to hedge its exposure to
 fluctuations in foreign currency exchange rates.  These contracts usually
 consist of forward rate agreements and options, which give the Company the
 right but not the obligation to convert foreign currency to U.S. dollars at
 a pre-determined rate.  Counterparties to these agreements are major
 international financial institutions.
    The Company uses these instruments to hedge exposures resulting from
 certain monetary assets and liabilities as well as firm commitments and
 certain anticipated foreign exchange transactions resulting from the export

                                     32<PAGE>


 and import of products and supplies.  The purpose of the Company's foreign
 currency hedging activities is to protect the Company from the risk that
 the eventual cash flows resulting from these transactions could be
 adversely affected by changes in exchange rates.
    At December 31, 1995 the Company had forward exchange contracts for the
 exchange of Canadian dollars, all having maturities of less than twelve
 months, in the amount of U.S. $57.9 million.  The Company also had option
 contracts, with maturities of less than twelve months, to exchange Canadian
 dollars to U.S. dollars in the amount U.S. $9.5 million.  Gains and losses
 recognized from these contracts in 1995 were not significant.

 Leases
 The Company leases buildings, machinery, equipment and automobiles under
 operating leases.  Rental expense for operating leases amounted to $20.6
 million, $24.4 million, and $22.8 million for 1995, 1994 and 1993.
    Minimum lease payments under leases expiring subsequent to December 31,
 1995 are:

 Year Ending In thousands
 1996                                                             $  14,441
 1997                                                                 8,625
 1998                                                                 6,249
 1999                                                                 5,293
 2000                                                                 4,100
 Thereafter                                                           8,745
    Total minimum lease payments                                  $  47,453

 Stock Options
 In 1992, the shareowners approved the 1992 stock option plan for executives
 and key employees.  The plan provides that options could be granted to key
 employees for not more than 3.6 million shares of the Common stock of the
 Company.  The option price under the plan is the fair market value at the
 date of the grant.  Options may not be exercised until one year after the
 date granted.  In the event of a change of Company control, all options
 become immediately exercisable.
    Under the Company's 1986 plan which expired in 1991, options to
 purchase 1.6 million shares of Common stock were granted at the market
 value at the date of grant.  Some options were also granted under this plan
 with stock appreciation rights (SAR) which entitle the employee to
 surrender the right to receive up to one-half of the shares covered by the
 option and to receive a cash payment equal to the difference between the
 option price and the market value of the shares being surrendered.
    In April 1990, the Company's shareowners approved the Maytag
 Corporation 1989 Stock Option Plan for Non-Employee Directors which
 authorizes the issuance of up to 250,000 shares of Common stock to the
 Company's non-employee directors.  Options under this plan are immediately
 exercisable upon grant.  
    Option shares outstanding under all of the plans described above total
 4.0 million at December 31, 1995.  The following is a summary of certain
 information relating to these plans:









                                     33<PAGE>


                                           Average      Option
                                            Price       Shares        SAR
 Outstanding December 31, 1992             $15.09     2,013,137     587,949
    Granted                                 15.92      599,060
    Exercised                               12.89     (101,156)      (5,360)
    Exchanged for SAR                       12.53       (5,360)
    Canceled or expired                     16.26     (147,080)     (85,728)
 Outstanding December 31, 1993              15.33     2,358,601     496,861
    Granted                                 15.78      650,216
    Exercised                               13.66     (211,689)      (6,610)
    Exchanged for SAR                       12.40       (6,610)
    Canceled or expired                     15.40      (78,765)     (77,828)
 Outstanding December 31, 1994              15.53     2,711,753     412,423
    Granted                                 17.62     1,745,420
    Exercised                               14.88     (352,320)      (8,905)
    Exchanged for SAR                       14.21       (8,905)
    Canceled or expired                     16.20     (130,650)     (68,845)
 Outstanding December 31, 1995              16.47     3,965,298     334,673

    Options for 2,236,868 shares, 2,082,747 shares and 1,777,361 shares
 were exercisable at December 31, 1995, 1994 and 1993.  There were 507,334
 shares available for future grants at December 31, 1995.  In the event of a
 change in Company control, all stock options granted become immediately
 exercisable.

 Stock Awards
 In 1991, the shareowners approved the 1991 Stock Incentive Award Plan For
 Key Executives.  This plan authorizes the issuance of up to 2.5 million
 shares of Common stock to certain key employees of the Company, of which
 1,700,250 shares are available for future grants as of December 31, 1995. 
 Under the terms of the plan, the granted stock vests three years after the
 award date and is contingent upon pre-established performance objectives. 
 In the event of a change of Company control, all incentive stock awards
 become fully vested.  No incentive stock awards may be granted under this
 plan on or after May 1, 1996.  
    Incentive stock awards outstanding at December 31, 1995 and amounts
 charged to expense for the anticipated payout are:

 In thousands except per share data
                                                Charged to Expense
                        Grant Shares
      Year of Grant      Outstanding        1995         1994         1993
           1995            182,470      $    1,819   $            $
           1994            174,327           2,273       2,005
           1993            383,248           5,285       4,122        3,651
                           740,045      $    9,377   $   6,127    $   3,651

 Shareowners' Equity
 The Company has 24 million authorized shares of Preferred stock, par value
 $1 per share, none of which is issued.
    Pursuant to a Shareholder Rights Plan approved by the Company in 1988,
 each share of Common stock carries with it one Right.  Until exercisable,
 the Rights will not be transferable apart from the Company's Common stock. 
 When exercisable, each Right will entitle its holder to purchase one one-
 hundredth of a share of Preferred stock of the Company at a price of $75. 
 The Rights will only become exercisable if a person or group acquires 20
 percent (which may be reduced to not less than 10 percent at the discretion
 of the Board of Directors) or more of the Company's Common stock.  In the

                                     34<PAGE>


 event the Company is acquired in a merger or 50 percent or more of its
 consolidated assets or earnings power are sold, each Right entitles the
 holder to purchase Common stock of either the surviving or acquired company
 at one-half its market price.  The Rights may be redeemed in whole by the
 Company at a purchase price of $.01 per Right.  The Preferred shares will
 be entitled to 100 times the aggregate per share dividend payable on the
 Company's Common stock and to 100 votes on all matters submitted to a vote
 of shareowners.  The Rights expire May 2, 1998.


 Industry Segment and Geographic Information
 Principal financial data by industry segment is as follows:

 In thousands                                1995         1994         1993
 Net sales
  Home appliances                      $2,844,811   $3,180,766   $2,830,457
  Vending equipment                       194,713      191,749      156,597
      Total                            $3,039,524   $3,372,515   $2,987,054
 Income before income taxes,
 extraordinary item and cumulative
 effect of accounting change
  Home appliances                       $ 295,806    $ 334,027    $ 163,177
  Vending equipment                        23,466       21,866       17,944
  General corporate                       (31,038)     (33,125)     (22,243)
      Operating income                    288,234      322,768      158,878
  Interest expense                        (52,087)     (74,077)     (75,364)
  Other (see statements of 
  consolidated income/loss)              (176,343)      (7,354)       6,356
      Total                             $  59,804    $ 241,337    $  89,870
 Capital expenditures-net
  Home appliances                       $ 140,549    $  75,017    $  92,194
  Vending equipment                         3,998        1,902        1,028
  General corporate                         3,802        2,105        2,768
      Total                             $ 148,349    $  79,024    $  95,990
 Depreciation and amortization
  Home appliances                       $ 105,271    $ 113,160    $ 105,916
  Vending equipment                         4,307        4,434        4,377
  General corporate                         2,283        1,764        1,488
      Total                             $ 111,861    $ 119,358    $ 111,781
 Identifiable assets
  Home appliances                      $1,593,538   $2,053,175   $2,147,174
  Vending equipment                        94,299       98,109      103,765
  General corporate                       437,229      353,043      218,559
      Total                            $2,125,066   $2,504,327   $2,469,498















                                     35<PAGE>


    Information about the Company's operations in different geographic
 locations is as follows:

 In thousands                             1995          1994           1993
 Net sales
  North America                    $ 2,858,347   $ 2,831,583    $ 2,468,374
  Europe                               181,177       398,966        390,761
  Australia and New Zealand                          141,966        127,919
      Total                        $ 3,039,524   $ 3,372,515    $ 2,987,054
 Income before income taxes,
 extraordinary item and
 cumulative effect of accounting
 change
  North America                    $   326,451   $   342,887    $   251,328
  Europe                                (7,179)          420        (73,581)
  Australia and New Zealand                           12,586          3,374
  General corporate                    (31,038)      (33,125)       (22,243)
      Operating income                 288,234       322,768        158,878
  Interest expense                     (52,087)      (74,077)       (75,364)
  Other (see statements of
  consolidated income/loss)           (176,343)       (7,354)         6,356
      Total                        $    59,804   $   241,337    $    89,870
 Identifiable assets
  North America                    $ 1,687,837   $ 1,768,629    $ 1,794,271
  Europe                                             382,655        359,323
  Australia and New Zealand                                          97,345
  General corporate                    437,229       353,043        218,559
      Total                        $ 2,125,066   $ 2,504,327    $ 2,469,498

    Sales between affiliates of different geographic regions are not
 significant.  The amount of exchange gain or loss included in operations in
 any of the years presented was not significant.
    In June 1995, the Company sold its home appliance operations in Europe
 and in December 1994, the Company sold its home appliance operations in
 Australia and New Zealand.
    The general Corporate asset category includes items such as cash,
 deferred tax assets, pension investments and other assets.
    Prior to the quarter ended December 31, 1994, the Company's European
 subsidiaries were consolidated as of a date one month earlier than
 subsidiaries in the United States.  In the fourth quarter of 1994, this one
 month reporting lag was eliminated and European results for the quarter
 ended December 31, 1994 include activity for four months.  The effect of
 this change increased net sales by $25.2 million in the fourth quarter and
 the impact on income before income taxes and cumulative effect of
 accounting change was not significant.
    In 1993 the Company incurred $60.4 million in pretax charges for two
 "free flights" promotion programs in Europe ($50 million in a special
 charge and $10.4 million in selling, general and administrative expenses).  

 Supplementary Expense Information

                                                Year Ended December 31
 In thousands                                1995         1994         1993 
 Advertising costs                    $   134,411  $   153,233   $  136,452
 Research and development expenses         47,013       45,926       42,717

    The Company expenses the production costs of advertising as incurred.


                                     36<PAGE>


 Contingencies and Disclosure of Certain Risks and Uncertainties
 In connection with the sale of the Company's home appliance operations in
 Europe, the terms of the contract provide for a post closing adjustment to
 the price under which the company has asserted an additional amount of
 approximately $15 million is owed by the buyer.  The post closing
 adjustment is in dispute and may ultimately depend on the decision of an
 independent third party.  Also in connection with the sale, the Company has
 made various warranties to the buyer, including the accuracy of tax net
 operating losses in the United Kingdom, and has agreed to indemnify the
 buyer for liability resulting from customer claims under the "free flights"
 promotions in excess of the reserve balance at the time of sale.  There are
 limitations on the Company's liability in the event the buyer incurs a loss
 as a result of breach of the warranties.  The Company does not expect the
 resolution of these items to have a material adverse effect on its
 financial condition.
    The Company recently announced that it will conduct an in-home
 inspection program to eliminate a potential problem with a small electrical
 component in Maytag brand dishwashers.  Although the ultimate cost of the
 repair will not be known until the inspection program is complete, it is
 not expected to have a material impact on the Company's results.  The
 Company will seek reimbursement from the supplier of the component.
    Approximately $43 million of receivables were sold to a third party
 during 1995 with full or partial recourse.  The outstanding balance on such
 receivables at December 31, 1995 was $28 million of which the Company has a
 contingent liability of $20 million should all of the receivables become
 uncollectible.
    In connection with several major manufacturing projects, the Company
 has outstanding commitments for capital expenditures of $60 million at
 December 31, 1995.
    Other contingent liabilities arising in the normal course of business,
 including guarantees, repurchase agreements, pending litigation,
 environmental issues, taxes and other claims are not considered to be
 significant in relation to the Company's consolidated financial position.

 Quarterly Results of Operations (Unaudited)
 The following is a summary of unaudited quarterly results of operations for
 the years ended December 31, 1995 and 1994.

 In thousands except per share   December   September    June        March
 data                               31         30         30          31
 1995
  Net sales                     $ 689,541  $ 726,371  $ 803,479   $ 820,133
  Gross profit                    179,721    187,630    200,333     221,224
  Income (loss) before
  extraordinary item               16,616     30,003   (101,146)     39,531
    Per average share                0.16       0.28      (0.95)       0.37
  Net income (loss)                16,616     27,946   (104,569)     39,531
    Per average share           $    0.16  $    0.26  $   (0.98)  $    0.37
 1994
  Net sales                     $ 862,635  $ 848,930  $ 870,385   $ 790,565
  Gross profit                    211,774    230,570    229,616     204,490
  Income before cumulative
  effect of accounting change      17,967     61,030     41,141      30,999
    Per average share                0.17       0.57       0.39        0.29
  Net income                       17,967     61,030     41,141      27,809
    Per average share           $    0.17  $    0.57  $    0.39   $    0.26

    In the second quarter of 1995, the Company sold its home appliance

                                     37<PAGE>


 operations in Europe.  In the fourth quarter of 1994, the Company sold its
 home appliance operations in Australia and New Zealand.  See Industry
 Segment and Geographic Information for financial information related to
 these businesses.
    The quarter ended June 30, 1995 includes a $135.4 million after-tax
 loss on the sale of the Company's home appliance operations in Europe.  The
 quarter ended September 30, 1995 includes a $9.9 million after-tax charge
 to settle a lawsuit relating to the closing of the former Dixie-Narco plant
 in Ranson, West Virginia.  The quarter ended December 31, 1995 includes a
 $10.8 million after-tax loss on guarantee of indebtedness relating to the
 sale of one of its manufacturing facilities in 1992 and a $3.6 million
 after-tax loss on the disposal of its Dixie-Narco manufacturing operations
 in Eastlake, Ohio.
    The quarter ended September 30, 1994 includes a $20 million one-time
 tax benefit associated with the funding of reorganization costs in Europe
 over the past several years. The quarter ended December 31, 1994 includes a
 $16.4 million after-tax loss from the sale of the Company's home appliance
 operations in Australia.
    Prior to the quarter ended December 31, 1994, the Company's European
 subsidiaries were consolidated as of a date one month earlier than
 subsidiaries in the United States.  In the fourth quarter of 1994, this one
 month reporting lag was eliminated and European results for the quarter
 ended December 31, 1994 include activity for four months.  The effect of
 this change increased net sales by $25.2 million in the fourth quarter and
 the impact on gross profit and net income was not significant.

 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.

 Information concerning directors and officers on pages 1 through 8 of the
 Proxy Statement of the Company is incorporated herein by reference. 
 Additional information concerning executive officers of the Company is
 included under "Executive Officers of the Registrant" included in Part I,
 Item 4.

 Item 11. Executive Compensation.

 Information concerning executive compensation on pages 13 through 23 of the
 Proxy Statement, is incorporated herein by reference; provided that the
 information contained in the Proxy Statement under the heading
 "Compensation Committee Report on Executive Compensation" is specifically
 not incorporated herein by reference.  Information concerning director
 compensation on pages 23 and 24 of the Proxy Statement is incorporated
 herein by reference, provided that the information contained in the Proxy
 Statement under the headings "Shareholder Return Performance" and "Other
 Matters" is specifically not incorporated herein by reference.

 Item 12. Security Ownership of Certain Beneficial Owners and Management.

 The security ownership of certain beneficial owners and management is
 incorporated herein by reference from pages 6 through 8 of the Proxy
 Statement.

                                     38<PAGE>


 Item 13. Certain Relationships and Related Transactions.

 Information concerning certain relationships and related transactions is
 incorporated herein by reference from pages 2 through 5 of the Proxy
 Statement.

 PART IV

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

 (a)(1) and (2) The response to this portion of Item 14 is submitted as a
                separate section of this report in the "List of Financial
                Statements and Financial Statement Schedules" on page 41.

            (3) The response to this portion of Item 14 is submitted as a
                separate section of this report in the "List of Exhibits" on
                pages 42 through 45.

 (b) A report on Form 8-K was filed during the fourth quarter of 1995
     disclosing that the Company entered into a letter of intent to sell the
     business and assets of its Dixie-Narco, Inc., manufacturing operation
     in Eastlake, Ohio.

 (c) Exhibits--The response to this portion of Item 14 is submitted as a
     separate section of this report in the "List of Exhibits" on pages 42
     through 45.

 (d) Financial Statement Schedules--The response to this portion of Item 14
     is submitted as a separate section of this report in the "List of
     Financial Statements and Financial Statement Schedules" on page 41.





























                                     39<PAGE>


                                  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.


                                       MAYTAG CORPORATION                  
                                       (Registrant)


                                       s/s LEONARD A. HADLEY                   
                                       Leonard A. Hadley
                                       Chairman and Chief Executive Officer
                                       Director


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



 s/s GERALD J. PRIBANIC                s/s NEELE E. STEARNS               
 Gerald J. Pribanic                    Neele E. Stearns, Jr.
 Executive Vice President and          Director
 Chief Financial Officer


 s/s STEVEN H. WOOD                    s/s HOWARD L. CLARK Jr.                 
 Steven H. Wood                        Howard L. Clark, Jr.
 Vice President Financial Reporting    Director
 and Auditing and Chief Accounting
 Officer


 s/s EDWARD C. CAZIER                  s/s FRED G. STEINGRABER                 
 Edward C. Cazier, Jr.                 Fred G. Steingraber
 Director                              Director



 s/s CAROLE J. UHRICH                  s/s BARBARA ALLEN                    
 Carole J. Uhrich                      Barbara R. Allen
 Director                              Director



 s/s P. S. WILLMOTT                    s/s BERNARD G. RETHORE                  
 Peter S. Willmott                     Bernard G. Rethore
 Director                              Director


 Date:  March 22, 1996




                                     40<PAGE>


                          ANNUAL REPORT ON FORM 10-K

                   Item 14(a)(1), (2) and (3), (c) and (d)

        LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                               LIST OF EXHIBITS

                        FINANCIAL STATEMENT SCHEDULES

                         Year Ended December 31, 1995

                              MAYTAG CORPORATION
                                 NEWTON, IOWA

 FORM 10-K--ITEM 14(a)(1), (2) AND ITEM 14(d)

 MAYTAG CORPORATION

 LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES


 The following consolidated financial statements and supplementary data of
 Maytag Corporation and subsidiaries are included in Part II, Item 8:

                                                                    Page

     Statements of Consolidated Income (Loss)--Years Ended
       December 31, 1995, 1994 and 1993  . . . . . . . . . . . . .   18

     Statements of Consolidated Financial Condition--
       December 31, 1995 and 1994  . . . . . . . . . . . . . . . .   19

     Statements of Consolidated Shareowners' Equity--Years Ended
       December 31, 1995, 1994 and 1993  . . . . . . . . . . . . .   21

     Statements of Consolidated Cash Flows--Years Ended
       December 31, 1995, 1994 and 1993  . . . . . . . . . . . . .   23

     Notes to Consolidated Financial Statements  . . . . . . . . .   24

     Quarterly Results of Operations--Years 1995 and 1994  . . . .   37

 The following consolidated financial statement schedule of Maytag
 Corporation and subsidiaries is included in Item 14(d):

     Schedule II  Valuation and Qualifying Accounts  . . . . . . .   46

 All other schedules for which provision is made in the applicable
 accounting regulations of the Securities and Exchange Commission are not
 required under the related instructions or are inapplicable and therefore
 have been omitted.







                                     41<PAGE>


 FORM 10-K--ITEM 14(a) (3) AND ITEM 14(c)

 MAYTAG CORPORATION

 LIST OF EXHIBITS

 The following exhibits are filed herewith or incorporated by reference. 
 Items indicated by (1) are considered a compensatory plan or arrangement
 required to be filed pursuant to Item 14 of Form 10-K.

                                                    Incorporated  Filed with
 Exhibit                                              Herein by   Electronic
  Number          Description of Document           Reference to  Submission

   3(a)  Restated Certificate of Incorporation of   1993 Annual
         Registrant.                                Report on
                                                    Form 10-K

   3(b)  Certificate of Designations of Series A    1988 Annual
         Junior Participating Preferred Stock of    Report on
         Registrant.                                Form 10-K.

   3(c)  Certificate of Increase of Authorized      1988 Annual
         Number of Shares of Series A Junior        Report on
         Participating Preferred Stock of           Form 10-K.
         Registrant.

   3(d)  By-Laws of Registrant, as amended through  1993 Annual
         February 7, 1991.                          Report on
                                                    Form 10-K

   4(a)  Rights Agreement dated as of May 2, 1988   Current
         between Registrant and The First National  Report on
         Bank of Boston.                            Form 8-K
                                                    dated May 5,
                                                    1988,
                                                    Exhibit 1.

   4(b)  Amendment, dated as of September 24, 1990  Current
         to the Rights Agreement, dated as of May   Report on
         2, 1988 between the Registrant and The     Form 8-K
         First National Bank of Boston.             dated
                                                    October 3,
                                                    1990,
                                                    Exhibit 1.

   4(c)  Indenture dated as of June 15, 1987        Quarterly
         between Registrant and The First National  Report on
         Bank of Chicago.                           Form 10-Q
                                                    for the
                                                    quarter
                                                    ended June
                                                    30, 1987.






                                     42<PAGE>


                                                    Incorporated  Filed with
 Exhibit                                              Herein by   Electronic
  Number          Description of Document           Reference to  Submission
   4(d)  First Supplemental Indenture dated as of   Current
         September 1, 1989 between Registrant and   Report on
         The First National Bank of Chicago.        Form 8-K
                                                    dated
                                                    September
                                                    28, 1989,
                                                    Exhibit 4.3.

   4(e)  Second Supplemental Indenture dated as of  Current
         November 15, 1990 between Registrant and   Report on
         The First National Bank of Chicago.        Form 8-K
                                                    dated
                                                    November 29,
                                                    1990.

   4(f)  U.S. $300,000,000 Credit Agreement Dated   1994 Annual
         as of July 14, 1994 among Registrant, the  Report on
         banks Party Hereto and Bank of Montreal,   Form 10-K
         Chicago Branch as Agent and Royal Bank of
         Canada as Co-Agent.  (Superseded by
         $400,000,000 Agreement of July 28, 1995.)

   4(g)  U.S. $400,000,000 Credit Agreement Dated                      X
         as of July 28, 1995 among Registrant, the
         banks Party Hereto and Bank of Montreal,
         Chicago Branch as Agent and Royal Bank of
         Canada as Co-Agent.

   4(h)  Copies of instruments defining the rights
         of holders of long-term debt not required
         to be filed herewith or incorporated
         herein by reference will be furnished to
         the Commission upon request.

  10(a)  Annual Management Incentive Plan, as       1990 Annual
         amended through December 21, 1990 (1).     Report on
                                                    Form 10-K

  10(b)  Executive Severance Agreements (1).                           X

  10(c)  Corporate Severance Agreements (1).        1989 Annual
                                                    Report on
                                                    Form 10-K.

  10(d)  Revised definition of Change of Control                       X
         adopted by the Board of Directors
         amending the definition included in the
         Executive Severance Agreement listed in
         Exhibits 10(b) and 10(c).

  10(e)  Severance Agreement with Jerry Schiller,   1993 Annual
         former Chief Financial Officer of Maytag   Report on
         Corporation (1).                           Form 10-K



                                     43<PAGE>




                                                    Incorporated  Filed with
 Exhibit                                              Herein by   Electronic
  Number          Description of Document           Reference to  Submission
  10(f)  Severance Agreement with Joseph Fogliano,                     X
         former Executive Vice President and
         President North American Appliance Group
         (1).

  10(g)  1989 Non-Employee Directors Stock Option   Exhibit A to
         Plan (1).                                  Registrant's
                                                    Proxy
                                                    Statement
                                                    dated March
                                                    18, 1990.

  10(h)  1986 Stock Option Plan for Executives and  Exhibit A to
         Key Employees (1).                         Registrant's
                                                    Proxy
                                                    Statement
                                                    dated March
                                                    14, 1986.

  10(i)  1992 Stock Option Plan for Executives and  Exhibit A to
         Key Employees (1).                         Registrant's
                                                    Proxy
                                                    Statement
                                                    dated March
                                                    16, 1992.

  10(j)  1991 Stock Incentive Award Plan for Key    Exhibit A to
         Executives (1).                            Registrant's
                                                    Proxy
                                                    Statement
                                                    dated March
                                                    15, 1991.

  10(k)  Directors Deferred Compensation Plan (1).  Amendment
                                                    No. 1 on
                                                    Form 8 dated
                                                    April 5,
                                                    1990 to 1989
                                                    Annual
                                                    Report on
                                                    Form 10-K.

  10(l)  1988 Capital Accumulation Plan for Key     Amendment
         Employees (1).  (Superseded by Deferred    No. 1 on
         Compensation Plan, as amended and          Form 8 dated
         restated effective January 1, 1996)        April 5,
                                                    1990 to 1989
                                                    Annual
                                                    Report on
                                                    Form 10-K.




                                     44<PAGE>




                                                    Incorporated  Filed with
 Exhibit                                              Herein by   Electronic
  Number          Description of Document           Reference to  Submission
  10(m)  Maytag Deferred Compensation Plan, as                         X
         amended and restated effective January 1,
         1996.

  10(n)  Directors Retirement Plan (1).             Amendment
                                                    No. 1 on
                                                    Form 8 dated
                                                    April 5,
                                                    1990 to 1989
                                                    Annual
                                                    Report on
                                                    Form 10-K.

  11     Computation of Per Share Earnings.                            X

  12     Ratio of Earnings to Fixed Charges.                           X

  21     List of Subsidiaries of the Registrant.                       X

  23     Consent of Ernst & Young LLP.                                 X

  27     Financial Data Schedule                                       X
































                                     45<PAGE>

<TABLE>
                                           SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
                                                         Maytag Corporation
                                                        Thousands of Dollars



<CAPTION>
                 COL. A                       COL. B               COL. C               COL. D         COL. E
                                                                  ADDITIONS
              DESCRIPTION                   Balance at                                Deductions--     Balance at
                                            Beginning     Charged to   Charged to       Describe       End of     
                                            of Period     Costs and      Other                         Period     
                                                           Expenses    Accounts--
                                                                        Describe

 <S>                                          <C>            <C>                      <C>      <S>     <C>
 Year ended December 31, 1995:
  Allowance for doubtful                      $20,037        $ 16,630                 $19,387  <F1>    $12,540
     accounts receivable                                                                 (183) <F2>
                                                                                        4,923  <F3>
                                              $20,037        $ 16,630                 $24,127          $12,540

 Year ended December 31, 1994:
     Allowance for doubtful                   $15,629        $ 12,412                 $ 2,703  <F3>    $20,037
       accounts receivable                                                              5,852  <F1>
                                                                                         (551) <F2>
                                              $15,629        $ 12,412                 $ 8,004          $20,037

 Year ended December 31, 1993:
     Allowance for doubtful                   $16,380        $  6,678                 $ 7,054  <F1>    $15,629
       accounts receivable                                                                375  <F2>
                                              $16,380        $  6,678                 $ 7,429          $15,629
 <FN>

 Note <F1> - Uncollectible accounts written off
 Note <F2> - Effect of foreign currency translation
 Note <F3> - Resulting from divestiture of the Company's European Operations and Australian Operations
             in June 1995 and December 1994, respectively.
</TABLE>






                                                                 46<PAGE>