8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 9, 1996

                                EKCO GROUP, INC.
             (Exact name of registrant as specified in its charter)

Delaware                             1-7484               11-2167167
(State or other                   (Commission            (I.R.S. Employer
jurisdiction of                   File Number)           Identification
incorporation)                                           No.)

                 98 Spit Brook Road, Nashua, New Hampshire 03062
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (603) 888-1212
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Item 5.  Other Events.

         On October 9, 1996, the registrant issued a press release in which it
announced that it expects its revenues and net income for the third quarter
ended September 29, 1996 and its fiscal year ending December 29, 1996 to be
lower than analysts' expectations and the prior year's results, and that it will
record certain special charges in its third and fourth quarters. The registrant
also announced that the Board of Directors has suspended the payment of a
quarterly dividend at this time. For further information, reference is made to
the press release, attached hereto as an exhibit.

Item 7.  Financial Statements and Exhibits.

(c)      Exhibit

         28       Press Release dated October 9, 1996.

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                                   SIGNATURES

               Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                               EKCO GROUP, INC.
                                               (Registrant)

Date:  October 15, 1996                        /s/ DONATO A. DeNOVELLIS
                                               -------------------------
                                               Donato A. DeNovellis
                                               Executive Vice President, Finance
                                               and Administration, and Chief
                                               Financial Officer

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                                  EXHIBIT INDEX
                          TO THE EXHIBIT FILED HEREWITH

Exhibit
Number                     Exhibit Description

 28                Press Release dated October 9, 1996.

EX-28

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                                                                      EXHIBIT 28

                        [EKCO GROUP, INC. LETTERHEAD]

FOR IMMEDIATE RELEASE

     CONTACT:

     John T. Haran                     or       Maureen Wolff-Reid
     Vice President & Treasurer                 Vice President & General Manager
     Ekco Group, Inc.                           Sharon Merrill Associates, Inc.
     (603) 888-1212                             (617) 542-5300

                   EKCO GROUP ANTICIPATES LOWER-THAN-EXPECTED

                    THIRD QUARTER AND FULL YEAR 1996 RESULTS

         NASHUA, N.H., October 9, 1996 -- Ekco Group, Inc. (NYSE: EKO) today
announced that it expects its revenues and net income for the third quarter
ended September 29, 1996 and its fiscal year ending December 29, 1996 to be
lower than analysts' expectations and the prior year's results. The Company
expects revenues in the third quarter ended September 29, 1996 to be
approximately $80 million and net income to be approximately $2.0 million, or
$0.10 per share, before the effect of certain special charges.

         For the 1996 fiscal year, the Company currently expects revenues to be
approximately $275 million and net income to be approximately $2.5 million, or
$0.12 per share, before the effects of certain special charges and the
extraordinary charge related to the Senior Note offering recorded in the first
quarter of 1996. The Company expects to announce actual results for the third
quarter during the week of October 21, 1996.

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EKCO/2

         Robert Stein, Ekco Group president and chief executive officer, stated,
"Revenue in the third quarter was adversely affected principally by
lower-than-anticipated sales to the Company's smaller customers. This was
attributable largely to transition issues associated with the consolidation of
our plastics, cleaning products and housewares units into a single operating
entity during the past year. While sales to our largest accounts have continued
to grow in 1996 and are expected to be higher than in 1995, sales to the
Company's smaller customers have lagged behind last year's level. The
persistence of a sluggish retail environment has led to severe pricing
competition and the necessity for higher discounts to promote sales. Earnings
have been affected by our significant investments in new product development and
launches, as well as by marketing and advertising commitments geared to an
anticipated level of sales higher than our current expectations."

         Mr. Stein added, "The Company's cash generating power is substantial
and we continue to have significant liquidity. Based upon the current forecast,
EBITDA before the effect of certain special charges is projected to be
approximately $40 million for 1996 compared with $50 million for 1995."

         Mr. Stein stated, "Our management and Board of Directors are actively
reviewing operational issues and alternatives in order to improve sales and
bring spending in line with revenues. In that regard, I am delighted that
Malcolm Sherman, the Company's Chairman of the Board, has agreed to assume
responsibility for strategic planning for the Company. As we previously
announced, Bob Varakian, Don DeNovellis and I are devoting most of our time to
improving the Company's operations. We believe that with Mal's direction at the
strategic level and our day-to-day involvement in operations, we now have the
management structure and focus to improve the Company's growth and
profitability."

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EKCO/3

         As an initial step in addressing key, current issues, the Company
announced that it will be consolidating its cleaning products manufacturing
activities at a facility in Obregon, Mexico. This facility will be located next
to, and integrated with, the Company's existing kitchenware products
manufacturing plant. The Obregon consolidation will be implemented over an
18-month period, eliminating the manufacturing activities at Ekco Group's plants
in Hamilton, Ohio and Easthampton, Massachusetts.

         Mr. Stein stated, "Based on the performance of our existing Obregon
plant, we expect the consolidation of our cleaning products manufacturing
operations in Mexico to significantly increase operational efficiency. We regret
the loss of jobs at the existing plants; however, we recognized the cost to
manufacture products at these locations has not been competitive, which has
affected our competitiveness in this business."

         This consolidation will result in a fourth quarter 1996 pre-tax charge
of $6.5 million related to severance costs and the write-down of assets at the
Easthampton and Hamilton sites. There also will be additional operating expenses
associated with the orderly transition of manufacturing activities between the
various locations through 1997. The estimated annualized pre-tax savings from
this consolidation is approximately $4 million.

         The Company also announced that it will record a non-cash charge of
approximately $22.3 million in the third quarter related to the reduction of the
carrying value -- principally goodwill -- of its plastics business.

         Mr. Stein stated, "Our plastics business has been under severe price
and cost pressures for the past several years. Not only have we not been able to
recover higher resin costs through increased prices to our customers, we have
been forced to offer larger discounts on many products in order to remain
competitive in the marketplace. To address this situation, Jeffrey Weinstein,
the Company's executive vice president, has become actively involved in the
strategic assessment of our plastics business as well as in the design and
implementation of a program to improve it. As a result of Mr. Weinstein's
efforts, we are taking steps to improve the profitability of this business."

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EKCO/4

         Mr. Stein continued, "However, we anticipate that achieving a level of
earnings necessary to support the carrying value of the goodwill, will be a
long-term process. Therefore, we have reflected this decrease in the carrying
value of the business on our current balance sheet. We intend to continue our
efforts to revitalize the plastics business, including expanding our sales
programs and pursuing greater manufacturing efficiencies."

         Separately, the Company announced that it will record an adjustment to
the carrying value of certain real property located in Chicago, Illinois, and
Phoenix, Arizona, resulting in charges of $2.5 million in the third quarter.

         As a result of these special charges and the extraordinary charge
related to the refinancing in the first quarter, the Company expects its loss in
the third quarter ended September 29, 1996 to be approximately $22 million, or
$1.18 per share; for the fiscal year the Company expects a loss of $29 million,
$1.53 per share.

         In view of these charges, the Board of Directors suspended the payment
of a quarterly dividend at this time, and does not anticipate paying cash
dividends for the foreseeable future.

         Don DeNovellis, Ekco Group's chief financial officer, noted, "While the
Company has sufficient resources to pay the third quarter dividend, its
arrangements with the holders of its Senior Notes would need to be amended to
permit Ekco Group to pay a dividend at this time."

         Except for the historical information contained herein, the matters
discussed in this press release are forward-looking statements made pursuant to
the safe harbor provisions of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such statements are based on
management's current expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ materially from those
described in the forward-looking statements. Such factors and uncertainties
include, but are not limited to: the impact of the level of the Company's
indebtedness; restrictive covenants contained in the Company's various debt
documents; general economic conditions and conditions in the retail environment;
the Company's dependence on a few large customers; price fluctuations in the raw
materials used by the Company; competitive conditions in the Company's markets;
the timely introduction of new products; the impact of competitive

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EKCO/5

products and pricing; certain assumptions related to consumer purchasing
patterns; the seasonal nature of the Company's business; and the impact of
federal, state and local environmental requirements (including the impact of
current or future environmental claims against the Company). As a result, the
Company's results may fluctuate. Additional information concerning risk factors
that could cause actual results to differ materially from those projected in the
forward-looking statements is contained in the Company's filings with the
Securities and Exchange Commission. These forward-looking statements represent
the Company's best estimates as of the date of this press release. The Company
assumes no obligation to update such estimates except as required by the rules
and regulations of the Securities and Exchange Commission.

         Ekco Group, Inc. is a leading manufacturer and marketer of branded
housewares products that are broadly marketed primarily through major mass
merchant, supermarket, home/office and hardware stores. The Company's products
include household items such as bakeware, kitchenware, plastic storage products,
brooms, brushes and mops, as well as nonpoisonous and low-toxic household pest
control products.

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