SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934 
      For the fiscal year ended June 30, 1998.

                                      OR
 
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934 
      For the transition period from to .

Commission File Number: 0-20274
                        -------

                              THE RIVAL COMPANY
            (Exact name of registrant as specified in its charter)
                   Delaware                      43-0794462
       (State or other jurisdiction of         (IRS Employer
       incorporation or organization)        Identification No.)

           800 E. 101st Terrace, Kansas City, Missouri       64131
             (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code: (816) 943-4100

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

         Securities registered pursuant to Section 12(g) of the Act:
         Common Stock, par value $ .01 per share

   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.

(1) Yes  X  No      (2) 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.  [ X ]

   The aggregate market value of voting stock held by non-affiliates of the
registrant is $49,280,000 as of August 26,1998. The non-inclusion of shares
held by directors, officers and beneficial owners of more than 5% of the
outstanding stock shall not be deemed an admission that such persons are
affiliates of the Registrant.

                                  9,303,827
                       --------------------------------
     (number of shares of common stock outstanding as of August 26, 1998.)

Documents Incorporated by Reference

Part I and Part II incorporate information by reference from the registrant's
Annual Report to Stockholders for the fiscal year ended June 30, 1998. Part III
incorporates information by reference from the Registrant's definitive Proxy
Statement, to be filed with the Commission for its 1998 Annual Meeting of
Stockholders.

                                      1

<PAGE>

                                    PART I

Item l. Business.

   The Rival Company, the registrant, together with its subsidiaries, is
referred to herein as "Rival" or as the "Company". The Company's executive
offices are located at 800 E. 101st Terrace, Kansas City, Missouri 64131, and
its telephone number is (816) 943-4100. The Rival Company was incorporated in
Delaware on April 7, 1986 for the purpose of acquiring Rival Manufacturing
Company.

General

   The Company is a leading designer, manufacturer and marketer of a variety of
products including small kitchen and personal care appliances such as Crock
Pot(REGISTERED TRADEMARK) slow cookers, can openers and massagers; products for
the home environment including space heaters, air purifiers, showerheads,
utility pumps, humidifiers and fans; and building supply and industrial
products such as household ventilation, door chimes, ceiling fans and
industrial fans.

   Since 1992, Rival's sales have grown from $163.5 million to $376.9 million
largely as the result of seven acquisitions that enabled Rival to expand its
product line beyond kitchen appliances, its primary products for over sixty
years. As a consequence, Rival has expanded its sales through national
hardware/home centers and has entered new markets of distribution such as
electrical and industrial wholesale distributors. The Company has also
broadened its international presence.

   Between January 1996 and January 1997, the Company made three acquisitions:

   *  Fasco Consumer Products, Inc. ("Fasco") which manufactures an assortment
      of products including household ventilation, ceiling fans, door chimes
      and heaters was acquired in January 1996. Prior to the acquisition, Fasco
      generated annual sales of approximately $40.0 million in the home center,
      building supply and electrical wholesale distribution channels.

   *  Bionaire, Inc. ("Bionaire") which assembles and sells air purifiers and
      humidifiers for household use was acquired in April, 1996. Prior to the
      acquisition, Bionaire had annual sales of approximately $57.0 million
      with retail distribution in the U.S., Canada and Europe.

   *  Dazey Corporation ("Dazey). In January 1997, the Company acquired certain
      assets, primarily consisting of inventory, equipment and tooling, for the
      manufacture and sale of products including fryers, combination cookers,
      skillets, indoor grills and waffle makers. Sales of these products, which
      will be marketed under the Rival brand name, are estimated to be
      approximately $20 million annually.

   The company made no acquisitions in fiscal 1998 as management focused on
further integration and improvements to operations acquired in prior years.

   The Company distributes the Rival(REGISTERED TRADEMARK), Rival Select
(REGISTERED TRADEMARK), Simer (REGISTERED TRADEMARK), Pollenex (REGISTERED
TRADEMARK), Patton (REGISTERED TRADEMARK), Bionaire (REGISTERED TRADEMARK), and
White Mountain (REGISTERED TRADEMARK) product lines to substantially all major
retail outlets in the U.S. and Canada, including such mass merchants as Kmart,
Target and Wal-Mart; hardware/home centers such as Ace Hardware, Home Depot and
Home Quarters; department stores, catalog showrooms and warehouse clubs. The
Company also sells Patton commercial fans and building supply and home products
to industrial and electrical dealers and distributors. The Company has focused
its resources to provide its customers with superior service, product
innovation and marketing support. To accomplish this, the Company has developed
automated ordering, shipping, invoicing and data storage and retrieval systems
that are linked to the retailers "point-of-sale" systems. These automated
systems are supported by close coordination between the traffic, warehousing,
sales support and finance departments of the retailer and the Company.

                                      2

   The Company believes that its highly integrated and cost effective
manufacturing represents a competitive strength. The Company manufactures
approximately 70% of the products it sells. Its manufacturing facilities (all
of which are located in the U.S.) produce electric motors, molded plastic
components, screw machine parts, stampings and stoneware. The Company believes
that the ability to manufacture the majority of its products in North America
is one of the Company's fundamental strengths. Manufacturing capability gives
the Company flexibility, bargaining power with third party vendors, quality
control, and quick response time. The ability to manufacture is also helpful in
evaluating a prospective acquisition.

   The Company believes it has significant opportunities for continued growth
through the enhancement of existing product lines, new product development, and
product line acquisitions. The Company believes that product line acquisitions
will continue to be a significant factor in the future growth of the Company.
The continuing consolidation within the retail sector, the increasing
automation demands and the trend of major retailers to reduce the number of
suppliers are expected to provide opportunities to acquire product lines with
established positions and shelf space. The Company also believes that its
relationships with major retailers and its existing broad product offerings can
enhance the shelf space of product lines which Rival may acquire. The Company
believes that it has adequate access to financing and that its recent
experience in making successful acquisitions will facilitate future
acquisitions.

Products and Business Units

   The Company manages its operations through four business units:

   *  Kitchen Electrics and Personal Care. This group sells products including
      Crock Pot (REGISTERED TRADEMARK) slow cookers, toasters, ice cream
      freezers, can openers, food slicers, mixers, indoor grills, irons,
      potpourri simmerers, fryers, skillets, and massagers to retailers and two
      step distributors throughout the United States.

   *  Home Environment. This group sells products including fans, air
      purifiers, humidifiers, electric space heaters, sump, well and utility
      pumps, showerheads, and household ventilation to retail customers
      throughout the United States.

   *  Industrial and Building Supply. This group sells products including
      industrial fans and drum blowers, household ventilation, ceiling fans,
      door chimes, electric heaters and household convenience items to
      electrical and industrial wholesale distributors throughout the United
      States.

   *  International. This group sells the Company's products in Canada and
      Europe from its sales and distribution facilities in Toronto and the
      Netherlands. It also ships products from the United States to
      distributors in Latin America and Asia.

<TABLE>
<CAPTION>
   The following table indicates the Company's net sales by business unit
together with sales made directly to consumers for the periods presented:

                                                        Years ended June 30
                                                      ------------------------
                                                           (in millions)
Product Category                                      1998     1997     1996
                                                      ------   ------   ------
<S>                                                   <C>      <C>      <C>
Kitchen electrics and personal care                   $191.8   $188.8   $178.9
Home environment                                       104.9    116.5     91.8
Industrial/building supply                              30.0     30.8     26.9
International                                           43.7     35.8     12.9
Consumer                                                 6.5      4.6      3.4
                                                      ------   ------   ------
   Total                                              $376.9   $376.5   $313.9
                                                      ======   ======   ======

</TABLE>

   The majority of the Company's sales are in product lines which have limited
growth potential but with continuing demand that provides a stable base of
revenues. Future growth is expected to be generated primarily from 1) the
introduction of new products and product lines under each of the Company's
brand names, 2) expansion and enhancement of the customer base and distribution
for products under the Patton and Patton Building Products brands, 3) future
acquisitions and 4) geographical expansion.

                                      3

<PAGE>

Product Development

   The Company has an internal product development team dedicated to product
line enhancements, and the introduction of new products. As part of this
effort, the Company maintains its own engineering and development department to
conduct research activities relating to the improvement of existing products
and the development of new products. This department presently consists of over
60 people, including engineers, product designers, draftsmen and product
managers. The Company also retains the services of outside engineering and
design consultants from time to time. The Company's expenditures for product
engineering and development were $5.4 million, $4.5 million, and $3.1 million
for the years ended June 30, 1998, 1997 and 1996, respectively. Costs
associated with changes to existing products and the development of new
products are charged to operations as incurred. As a result of acquisitions,
the Company has been able to significantly strengthen the engineering and
development department without increasing the department's expenditures as a
percent of the Company's net sales.

   Internal product development is critical, not only for growth, but also to
maintain existing market share. The Company regularly enhances existing 
products by adding new features and modernizing their design in order to
maintain their visual appeal and competitiveness.

Acquisitions

   For a number of years, the Company's growth strategy has included the
selective acquisitions of modest sized product lines. The Company acquires a
product line when it believes it can use either its manufacturing or
distribution strengths to reduce costs or increase sales. The Company has had
sufficient resources to pursue this strategy since its initial public offering
in June 1992. In fiscal 1993, the Company acquired the assets of Simer Pump, a
$22 million assembler of sump, well and utility pumps and of Pollenex
Corporation, a $28 million marketer of massagers, showerheads and air cleaners.
In fiscal 1994, the Company acquired operating assets of White Mountain
Freezer, Inc., a $3 million manufacturer of premium quality ice cream freezers.
In 1995, the Company acquired Patton Electric Company, a $40 million
manufacturer of space heaters and fans for household and industrial use. In
1996, the Company acquired Fasco Consumer Products, Inc. which generates
approximately $40 million in sales of household ventilation products, ceiling
fans, door chimes and other household products to retailers and electrical
wholesale distributors and it acquired Bionaire, Inc. with over $50 million in
sales of humidifiers and air purifiers to retailers. And in 1997, the Company
acquired certain assets of Dazey Corporation for the manufacture and sale of an
assortment of small kitchen electric appliances with sales of approximately $20
million.

   The housewares and hardware industries include hundreds of companies with
limited product offerings and annual sales below $50 million. The fragmented
nature of the industry together with the continuing retail consolidation and
increasing automation requirements are expected to result in additional
acquisition opportunities. The Company believes that given its strong financial
condition, broad customer base, manufacturing expertise and recent acquisition
experience, it is poised to capitalize on such opportunities. As such, product
line acquisitions remain a key component of the Company's long term growth
strategy.

Marketing

   The vast majority of the Company's sales are to the retail trade. For this
reason, the Company directs its marketing efforts at the retailer. The
Company's products are sold in all major channels of distribution including
mass merchants, hardware/home centers, department stores, household specialty
stores, warehouse clubs, drug stores, military exchanges, mail order companies
and premium companies. Rival's broad distribution to retailers throughout the
U.S. and Canada was a key consideration in each of the seven acquisitions
consummated by the Company since 1992. Simer's and Patton's strong distribution
in hardware/home centers in conjunction with the Rival and Pollenex product
lines has provided the Company with the opportunity

                                      4

<PAGE>

to combine the strengths of each of the sales organizations. The consolidated
group can thus focus its combined efforts on the retail trade which provides
the Company and its customers with efficiencies in distribution, warehousing,
computer systems and sales and purchasing personnel. The Patton and Fasco
acquisitions also provide the Company with a new class of customers, the
industrial and electrical distributors.

<TABLE>
<CAPTION>
   The approximate breakdown of the Company's domestic sales by class of
customer is as follows:

                                                            Years ended June 30
                                                            -------------------
Class of Customer                                           1998   1997   1996
                                                            ----   ----   ----
<S>                                                         <C>    <C>    <C>
Mass Merchant                                                48%    45%    47%
Hardware/Home Center                                         17     17     17
Department Store                                             10     11      9
Electrical and Industrial Distributor                         9      9     10
Drug Store, Warehouse Clubs and Other                        16     18     17
                                                            ----   ----   ----
                                                            100%   100%   100%
                                                            ====   ====   ====

</TABLE>

   The Company reaches its customers through its sales organization which
consists of a combination of in-house sales managers, field sales associates
and independent manufacturers' representative firms.

   The Company's largest customer, Wal-Mart (including Sam's Wholesale Club),
accounted for 26% of net sales in each of the three years ended June 30, 1998.
The Company's next five largest customers in fiscal 1998 represented 21% of net
sales. While the Company does not have long-term contractual relationships with
any of its customers, it has been doing business with Wal-Mart and with its
next five largest customers continuously for over ten years. The strategy of
providing quality products at a promotional price is consistent with the
marketing strategy of mass merchants who often use promotions in the small
appliance department to create consumer traffic in their stores.

   The Company works closely with its retail customers in planning their
marketing programs and promotions. The Company's advertising strategy is
designed to supplement the marketing programs of its customers. Rather than
stressing national advertising, the Company devotes more than 80% of its
advertising budget to more cost-effective cooperative advertising with
retailers, such as circulars and inserts. The cooperative advertising provides
identification of the Company's various brand names together with the name of
the retailer.

Customer Service

   The Company's major customers have developed programs of "Quick Response" to
reduce inventory and related carrying costs and improve in-stock positions.
These programs have continued to grow in importance as retailers have reduced
their overall number of vendors in order to minimize freight, warehousing and
vendor support costs, such as paperwork and personnel costs. In conjunction
with the retailers' systems, the Company has developed automated ordering,
shipping and invoicing systems and has been able to combine products sold under
more than one of the Company's brand names to certain retailers to help
minimize the retailers' support costs.

   Point of sales information is utilized to generate orders through an
Electronic Data Interchange ("EDI") computer system. Additionally, the
Company's distribution facilities in Clinton and Sedalia, Missouri, New Haven,
Indiana, Fayetteville, North Carolina, and Toronto, Canada incorporate state-
of-the-art computer systems that provide information on shipping directly back
to the customers' systems. The Company believes that its accommodation of its
customers' "Quick-Response" programs has further solidified its position as a
key supplier to its most important customers.

                                      5

<PAGE>

Manufacturing

   The Company's manufacturing plants, all of which are in the U.S, manufacture
and assemble approximately 70% of the products it sells. The Company's
remaining products are produced, to its specifications, primarily in China. The
Company's plants are highly integrated and produce electric motors, injection
molded plastic components, screw machine parts, stampings and stoneware.

   The ability to manufacture the majority of its products in the U.S. is one
of the Company's fundamental strengths. Manufacturing capability gives the
Company flexibility, bargaining power with third party vendors, quality
control, and quick response time when high demand for product results in
customers placing reorders with short delivery dates.

   The Company operates four manufacturing and assembly facilities in rural
Missouri (Clinton, Sedalia, Sweet Springs and Warrensburg), near Kansas City,
Missouri which specialize in the production of kitchen electrics. A facility in
Flowood, Mississippi produces the stoneware for the Company's Crock-Pot
(REGISTERED TRADEMARK) slow cookers, Potpourri Crocks (REGISTERED TRADEMARK)
and Crock Grills (REGISTERED TRADEMARK). Additionally, the Company operates a
facility in New Haven, Indiana which produces fans and heaters and a facility
in Fayetteville, North Carolina which specializes in home environment and
building supply products. 

   In July 1998, the company announced its plans to close its New Haven and
Fayetteville manufacturing plants and to expand its current operations in
Warrensburg and Sedalia, Missouri. The majority of the products currently
manufactured in these facilities will be moved to the Company's Missouri plants
while some production will be outsourced to overseas suppliers. Concentrating
production in fewer facilities will increase efficiency by more closely
aligning capacity with the seasonal nature of the Company's products, taking
advantage of vertical integration in its Missouri plants and reducing the
infrastructure associated with transportation of materials, production planning
and other activities.

Seasonality

   A significant percentage of the products sold by the Company are given as
gifts and, as such, sell at larger volumes during the holiday season. When
holiday shipments are combined with seasonal products such as heaters and
humidifiers, sales during the months of August through November are at a higher
level than during the other months of the year. Additionally, the Company's
working capital requirements, primarily inventories and receivables, peak
during the fall. The Company meets these seasonal working capital needs through
borrowings under its revolving credit facility. Five of the Company's product
lines have sales with specific seasonal trends. These are space heaters and
humidifiers which are sold primarily during the fall and winter, and ice cream
freezers, pumps and fans which are sold primarily during the spring and summer.

Competition

   The markets for the Company's products are mature and highly competitive.
Competition is based upon price, access to retail shelf space, product
enhancements, new product introductions, as well as marketing support and
distribution systems. Several competitors, most notably, Black & Decker,
Sunbeam/Oster, and Hamilton Beach/Proctor Silex, each generate annual sales of
small electric household appliances which are higher than sales of the Company.
Other significant competitors include Wayne Home Equipment, Masco, Nortek,
Teledyne, Honeywell, Holmes, National Presto, Toastmaster, and West Bend.
Smaller manufacturers compete with the Company on a limited product-offering
basis. A few European manufacturers, such as Braun, Group SEB and Moulinex have
established niches in the small electric household appliance market,
particularly in the high-end department store trade. Additional competition
arises as major retailers purchase directly from overseas suppliers, often
using a private label branding strategy.

Trademarks and Patents

The Company considers its various trademarks to be a valuable tool in the
marketing of its products. Of particular importance to the Company are the
Rival (REGISTERED TRADEMARK), Rival Select (REGISTERED TRADEMARK), Simer
(REGISTERED TRADEMARK), Pollenex (REGISTERED TRADEMARK), Patton (REGISTERED
TRADEMARK), Bionaire (REGISTERED TRADEMARK), White Mountain (REGISTERED
TRADEMARK) and the Crock-Pot (REGISTERED TRADEMARK) trademarks. In the course
of its operations, the Company files patent applications covering various
aspects of the items produced. While the Company's mechanical and design
patents in the aggregate are considered to be of importance to the Company, the
overall business is not dependent upon any single patent or group of patents.

                                      6

<PAGE>

Regulation

   The Company is subject to federal, state and local regulations concerning
the environment, occupational safety and health, and consumer product safety.
The Company has not experienced significant difficulty in complying with such
regulations and compliance has not had a material adverse effect on the
Company's business. All of the Company's electric-powered products are listed
by Underwriters Laboratories, Inc.("UL"), the Canadian Underwriters
Laboratories, Inc.("CUL"), or similar organizations in other markets. UL and
CUL are independent, not-for-profit corporations engaged in the testing of
products for compliance with certain public safety standards.

Foreign Operations

   Approximately 12 percent of the Company's sales are generated by its
international operations. Information regarding foreign operations is
incorporated herein by reference from the information provided in Note 13 to
Consolidated Financial Statements from the Company's Annual Report to
Stockholders for the fiscal year ended June 30, 1998, page 34.

Employees

   The Company has approximately 2,100 full-time associates including 250
salaried personnel, except during August through November when employment will
likely increase by approximately 15%. Approximately 320 hourly associates at
the Flowood, Mississippi plant are represented by a labor organization under a
collective bargaining agreement which expires in December 2001. The Company
considers its labor relations to be excellent and has experienced no work
stoppage or labor dispute during the past ten years.

Item 2. Properties

<TABLE>
<CAPTION>
                           Owned/     Square  
       Location            Leased      Feet            Present Use
-----------------------    ------    -------    ------------------------------
<S>                        <C>       <C>        <C>
Kansas City, Missouri      leased     32,000    General Offices
Sedalia, Missouri          owned     157,000    Manufacturing and assembly
                           leased     67,000    Manufacturing and assembly
                           owned     216,000    Warehousing and distribution
Clinton, Missouri          owned     164,000    Manufacturing and assembly
                           owned     279,000    Warehousing and distribution
Sweet Springs, Missouri    owned     125,000    Manufacturing and service
                                                 return processing
Warrensburg, Missouri      leased     68,000    Manufacturing and assembly
Flowood, Mississippi       owned     142,000    Manufacturing
New Haven, Indiana*        owned     302,000    Manufacturing and distribution
Peru, Indiana*             owned     172,000    Warehousing
Fayetteville, North
 Carolina*                 owned     282,500    Manufacturing and assembly
                           owned      60,000    Warehousing and distribution
Mississauga, Ontario       leased     55,000    General office, warehousing
                                                and distribution

</TABLE>

   The Warrensburg plant and 67,000 square feet of the Sedalia plant are
occupied under long-term leases which give the Company the option to purchase
the relevant property at a nominal cost. The general offices are occupied under
a lease through 2005. The Mississauga facility is leased through July 2002.

* These facilities are scheduled to be closed during fiscal 1999 and the
Company plans to sell the properties.

                                      7

<PAGE>

Item 3. Legal Proceedings.

   The Company is party to various product liability lawsuits relating to its
products and incidental to its business. The Company believes that many of the
personal injury and damage claims brought against it arise from the misuse or
misapplication of the Company's products and rarely involve manufacturing
defects. In such cases, the Company vigorously defends against such actions.
Historically, product liability awards have rarely exceeded the Company's
individual per occurrence self-insured retention. There can be no assurance,
however, that the Company's future product liability experience will be
consistent with its past experience. The Company believes that the ultimate
conclusion of the various pending claims and lawsuits of the Company will not
have a material adverse affect on the consolidated financial statements of the
Company.

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

   None.

                                   PART II

Item 5. Market for the registrant's common equity and related stockholder
        matters.

   Incorporated herein by reference from the information provided under the
caption "Common Stock Price Range" in the Company's Annual Report to
Stockholders for the fiscal year ended June 30, 1998, page 36.


Item 6. Selected financial data.

   Incorporated herein by reference from the Company's Annual Report to
Stockholders for the fiscal year ended June 30, 1998, page 14.


Item 7. Management's discussion and analysis of financial condition and results
        of operations.

   Incorporated herein by reference from the Company's Annual Report to
Stockholders for the fiscal year ended June 30, 1998, pages 15-21.


Item 7A. Quantitative and qualitative disclosure about market risk.

   Incorporated herein by reference from the Company's Annual Report to
Stockholders for the fiscal year ended June 30, 1998, Note 1, pages 26 and 27.


Item 8. Financial statements and supplementary data.

   Incorporated herein by reference from the Company's Annual Report to
Stockholders for the fiscal year ended June 30, 1998, pages 22-35.


Item 9. Changes in and disagreements with accountants on accounting and
        financial disclosure.

   None.

                                      8

<PAGE>

                                  PART III

Item 10. Directors and executive officers of the registrant.


Item 11. Executive compensation.


Item 12. Security ownership of certain beneficial owners and management.


Item 13. Certain relationships and related transactions.

   Information incorporated into Items 10, 11, 12 and 13 above by reference
from the information included under the captions entitled "Nominees for
Election," "Executive Officers," "Executive Compensation," and "Security
Ownership of Certain Beneficial Owners and Management" in the Company's
definitive proxy statement to be filed with the Commission pursuant to
Regulation 14A with respect to its 1998 Annual Meeting of Stockholders.


                                   PART IV


Item 14. Exhibits, financial statement schedules and reports on Form 8-K.

   a) The financial statements and schedules listed in the accompanying index
to consolidated financial statements and financial statement schedules on page
10 are filed as part of this report.

   b) The exhibits listed in the accompanying index to exhibits are filed as
part of this report. 

                                      9

<PAGE>

                      THE RIVAL COMPANY AND SUBSIDIARIES

                  Index to Consolidated Financial Statements

                      and Financial Statement Schedules


                                    INDEX


                                                       Page Reference
                                                       --------------
                                                                 Annual Report
                                                                       to
                                                Form 10-K         Stockholders
                                                ---------         ------------

Independent Auditors' Report                                           35

Financial Statements:

  Consolidated Balance Sheets--June 
   30,1998 and 1997                                                    22

  Consolidated Statements of Earnings--
   Years Ended June 30, 1998, 1997,
   and 1996                                                            23

  Consolidated Statements of Stockholders'
   Equity--Years Ended June 30, 1998,
   1997, and 1996                                                      24

  Consolidated Statements of Comprehensive
   Income - Years Ended June 30, 1998, 1997,
   and 1996                                                            24

  Consolidated Statements of Cash Flows--
   Years Ended June 30, 1998, 1997 and 1996                            25

  Notes to Consolidated Financial Statements                        26-34

Financial Statement Schedule:

  Independent Auditors' Report on 
   Financial Statement Schedule 
   and Consent                                     11

  Schedule II - Valuation and 
   Qualifying Accounts                             12



                                      10

<PAGE


                                                                   Exhibit 23










                   INDEPENDENT AUDITORS' REPORT ON FINANCIAL
                        STATEMENT SCHEDULE AND CONSENT



The Board of Directors 
The Rival Company:


The audits referred to in our report dated August 3, 1998 included the related
financial statement schedule for each of the years in the threeyear period
ended June 30, 1998, included in the 1998 annual report on Form 10K. This
financial statement schedule is the responsibility of The Rival Company's
management. Our responsibility is to express an opinion on this financial
statement schedule based on our audits. In our opinion such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.

We consent to incorporation by reference in the registration statement (No.
3369392) on Form S8 of The Rival Company of the above report and our report
dated August 3, 1998 relating to the consolidated balance sheets of The Rival
Company and subsidiaries as of June 30, 1998 and 1997, and the related
consolidated statements of earnings, stockholders' equity, comprehensive income
and cash flows for each of the years in the threeyear period ended June 30,
1998, which report is incorporated by reference in the June 30, 1998 annual
report on Form 10K of The Rival Company.






Kansas City, Missouri            /s/ KPMG Peat Marwick, LLP
September 1, 1998                --------------------------
                                 KPMG Peat Marwick, LLP






                                      11

<PAGE>



SCHEDULE II


                     THE RIVAL COMPANY AND SUBSIDIARIES
                                -------------

                      VALUATION AND QUALIFYING ACCOUNTS
                           (amounts in thousands)



                                 Additions    Additions 
                    Beginning   Charged to       from     Deductions   Ending
                     Balance      Expense    Acquisitions     (A)      Balance
                     -------      -------    ------------     ---      -------

Allowance for collection
loss and discounts:

Year ended 6-30-98    $2,558       $915          $---       $1,515     $1,958

Year ended 6-30-97    $2,785       $986          $---       $1,213     $2,558

Year ended 6-30-96    $1,909       $463          $547       $  134     $2,785


(A): Write-off of accounts and changes in discount allowances.


                                      12

<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.

   THE RIVAL COMPANY
   By /s/Thomas K. Manning
      --------------------
   Chief Executive Officer
   September 4, 1998

   Pursuant to the requirements 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 dates indicated below.

Signature                 Title                              Date
---------                 -----                              -----

/s/Thomas K. Manning      Chairman of the Board of           September 4, 1998 
   -----------------        Directors, Chief Executive
   Thomas K. Manning        Officer
                            (Principal Executive Officer)
 
/s/William L. Yager       President, Chief Operating         September 4, 1998
   ----------------         Officer and Director 
   William L. Yager
 
/s/Mark Meierhoffer       Senior Vice President,             September 4, 1998
   ----------------         Chief Financial Officer
   Mark Meierhoffer         (Principal Accounting and 
                            Financial Officer)

/s/Darrel M. Sanders      Senior Vice President              September 4, 1998
   -----------------        Operations and Director
   Darrel M. Sanders

/s/Jack J. Culberg        Director                           September 4, 1998
   ---------------
   Jack J. Culberg

/s/Todd Goodwin           Director                           September 4, 1998
   ------------
   Todd Goodwin

/s/John E. Grimm, III     Director                           September 4, 1998
   ------------------
   John E. Grimm, III

/s/Lanny R. Julian        Director                           September 4, 1998
   ---------------
   Lanny R. Julian

/s/Noel Thomas Patton     Director                           September 4, 1998
   ------------------
   Noel Thomas Patton

/s/Beatrice B. Smith      Director                           September 4, 1998
   -----------------
   Beatrice B. Smith

                                      13

<PAGE>



                                INDEX TO EXHIBITS

                                                                  Sequentially
Exhibit                                                             Numbered
Number                          Exhibit                               Page


2  (a)    Agreement of Sale, dated September 11, 1992 between
          the Rival Company and the Marley Company, relative to
          the acquisition by the Company of specified assets of
          Simer Pump (incorporated by reference to Exhibit 2 to
          Registrant's Form 8-K dated as of September 15, 1992).
   (b)    Purchase Agreement by and between The Rival Company and
          Pollenex Corporation dated April 30, 1993 (incorporated
          by reference to Exhibit 1 to Registrant's Form 8-K dated
          as of April 30, 1993).
   (c)    Purchase Agreement by and among Rival Acquisition Company,
          The Rival Company and Patton Electric Company, Inc.,
          Giant Lion Trading, Ltd. and Noel Thomas Patton and Eve
          M. Patton dated April 21, 1995 (incorporated by reference
          to Exhibit 1 to Registrant's Form 8-K dated as of April
          21, 1995).
   (d)    Stock Purchase Agreement between H.S. Investments, Inc.
          as seller, and The Rival Company, as buyer as of December
          29, 1995 (incorporated by reference to Exhibit 2 to Form
          8-K dated as of January 2, 1996).
   (e)    Offer to purchase all of the Common Shares of Bionaire Inc.
          (Offering Circular) dated March 5, 1995 (incorporated by
          reference to Exhibit 1 to Form 8-K dated as of April 2, 1996).
3  (a)    Restated Certificate of Incorporation of The Rival Company,
          a Delaware corporation (the "Company") (incorporated by
          reference to Exhibit 3(a) to Registrant's Form 10-K for the
          year ended June 30, 1992).
   (b)    Bylaws of the Company (incorporated by reference to Exhibit
          3(b) to Registrant's Form 10-Q for the quarter ended
          March 31, 1997).
4  (a)    Form of Certificate representing shares of Common Stock,
          par value $.01 per share (incorporated by reference to
          Exhibit 4(a) to Registrant's Registration Statement on
          Form S-1, Registration Number 33-46794 dated June 2, 1992
          ("Registrant's S-1")).
   (b)    Form of Certificate of Ownership and Merger of The Rival
          Company into Rival Manufacturing Company (incorporated
          by reference to Registrant's S-1).
10 (a)    Note Purchase Agreement for $50,000,000 Senior Unsecured
          Notes dated as of July 23, 1993 between the Company and the
          Purchasers listed therein (incorporated by reference to
          Registrant's Form 10-K for the year ended June 30, 1993).
   (b)    Note Purchase Agreement for $50,000,000 Senior Unsecured
          Notes dated as of April 15, 1996 between the Company and
          The Purchasers listed therein (incorporated by reference to
          Registrant's Form 10-Q for the quarter ended March 31, 1996).
   (c)    Credit Agreement for a $75,000,000 Revolving Credit
          Facility dated as of April 15, 1996 between the Company,
          the banks listed therein and, NationsBank of Texas, N.A.
          as agent (incorporated by reference to Registrant's Form
          10-Q for the quarter ending March 31, 1996).
   (d) ** The Company's 1986 Stock Option Plan, as amended and
          restated (incorporated by reference to Exhibit 10(a)
          to Registrant's S-1).
   (e) ** The Company's 1994 Stock Option Plan (incorporated by
          reference to Exhibit A to Registrant's Proxy Statement,
          dated September 23, 1994 for its 1994 Annual Meeting of
          Shareholders).
   (f) ** Rival Secular Trust Agreement (incorporated by reference
          to Exhibit 10(e) to Registrant's S-1).

                                      14

<PAGE>

   (g) ** Employment Agreements, dated as of February 1, 1989
          between the Company and Thomas K. Manning, Darrel
          Sanders and William L. Yager (incorporated by reference
          to Registrant's Form 10-K for the year ended June 30, 1993).
   (h) *  Description of The Rival Company, Management Incentive
          Compensation Plan.
   (i) ** Employment Agreement dated as of December 1, 1996 between
          the Company and  W. Mark Meierhoffer (incorporated by
          reference to Registrant's Form 10-K for the year ended
          June 30, 1997).
11     *  Statement regarding computation of earnings per share of
          the Company.
13     *  Annual Report to Stockholders for fiscal year ended
          June 30, 1998 (except for those pages which are specifically
          incorporated herein by reference, the Company's Annual Report
          is not to be deemed filed as part of this report.)
21     *  List of subsidiaries of the Company. 
23     *  Independent auditors' consent

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

       *  Filed herewith

       ** Management contract or compensation plan arrangement
          required to be filed as an exhibit pursuant to Item14(c)
          of Form 10-K.

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


The above exhibits may be obtained by Shareholders upon written request to the
Office of the Secretary, 800 E. 101st Terrace, Kansas City, Missouri 64131.

                                      15