TUPPERWARE CORP
10-Q, 1997-08-07
PLASTICS PRODUCTS, NEC
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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
                         WASHINGTON, D.C. 20549 
                               FORM 10-Q 
  (Mark One) 
   
     [ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
             THE SECURITIES EXCHANGE ACT OF 1934 
   
                  For the 26 weeks ended June 28, 1997  
   
  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 1-11657
   
                           __________________ 
   
                         TUPPERWARE CORPORATION 
           (Exact name of registrant as specified in its charter) 
   
   
                Delaware                         36-4062333 
      (State or other jurisdiction of         (I.R.S. Employer 
      incorporation or organization)         Identification No.) 
   
      P.O. Box 2353, Orlando, Florida              32802 
  (Address of principal executive offices)       (Zip Code) 
   
Registrant's telephone number, including area code: (407) 826-5050 
   
   
   
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_______ 
   
As of August 6, 1997, 61,246,246 shares of the Common Stock,
$0.01 par value, of the Registrant were outstanding. 
<PAGE> 
                             PART I 
                   FINANCIAL INFORMATION 
   
  Item 1. Financial Statements 
   
       a) Financial Statements of Registrant 
   
                                                            Page 
          Index                                            Number 
   
          Consolidated Statement of Income 
          (Unaudited) for the 13 week periods ended 
          June 28, 1997 and June 29, 1996................    2 
  
          Consolidated Statement of Income 
          (Unaudited) for the 26 week periods ended 
          June 28, 1997 and June 29, 1996................    3 
          
          Consolidated Balance Sheet 
          (Unaudited) as of June 28, 1997 and 
          December 28, 1996..............................    4 
   
          Consolidated Statement of Cash Flows 
          (Unaudited) for the 26 week periods
          ended June 28, 1997 and June 29, 1996..........    6 
   
          Notes to Consolidated Financial 
          Statements (Unaudited).........................    7
 
   
The financial statements of the Registrant included herein have
been prepared, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the
Commission).  Although certain information normally included in
financial statements prepared in accordance with generally
accepted accounting principles has been condensed or omitted,
the Registrant believes that the disclosures are adequate to
make the information presented not misleading.  It is suggested
that these consolidated financial statements be read in
conjunction with the financial statements and the notes thereto
included in the Annual Report on Form 10-K of the Registrant for
its fiscal year ended December 28, 1996. 
   
The consolidated financial statements included herein reflect
all adjustments, consisting only of normal recurring items,
which, in the opinion of management, are necessary to present a
fair statement of the results for the interim periods
presented. 
   
The results for interim periods are not necessarily indicative
of trends or results to be expected for a full year. 

                                - 1 -
<PAGE> 
<TABLE>           
                     TUPPERWARE CORPORATION    
                CONSOLIDATED STATEMENT OF INCOME 
                           (Unaudited) 
 
<CAPTION>
                                                13 Weeks Ended   
                                         -------------------------- 
                                           June 28,       June 29, 
                                             1997           1996 
                                         ------------  ------------ 
                                   (In millions, except per share amounts) 
 
<S>                                        <C>            <C>
Net sales...............................   $ 342.5        $ 379.0 
                                           --------       -------- 
 
Costs and expenses: 
  Cost of products sold.................     131.1          134.4 
  Delivery, sales, and  
    administrative expense..............     154.5          170.0 
  Interest expense......................       5.4            1.5 
  Interest income.......................      (0.9)          (0.5) 
  Costs associated with becoming
    an independent company..............        -             2.6
  Other expense, net....................       1.5            2.2 
                                           --------       -------- 
     Total costs and expenses...........     291.6          310.2  
                                           --------       --------
Income before income taxes..............      50.9           68.8  
Provision for income taxes..............      12.9           18.2  
                                           --------       -------- 
Net income..............................   $  38.0        $  50.6
                                           ========       ========
Net income (1996 pro forma) per common
 and common equivalent share............   $  0.61        $  0.77
                                           ========       ======== 
Average number of common and
 common equivalent shares 
 outstanding............................      62.1           63.1
                                           ========       ======== 

See accompanying Notes to Consolidated Financial Statements 
(Unaudited). 
</TABLE>
                                - 2 -

<PAGE> 
<TABLE>           
                     TUPPERWARE CORPORATION    
                CONSOLIDATED STATEMENT OF INCOME 
                           (Unaudited) 
 
<CAPTION>
                                                26 Weeks Ended   
                                         -------------------------- 
                                           June 28,       June 29, 
                                             1997           1996 
                                         ------------  ------------ 
                                   (In millions, except per share amounts) 
 
<S>                                        <C>            <C>
Net sales...............................   $ 657.8        $ 708.0 
                                           --------       -------- 
 
Costs and expenses: 
  Cost of products sold.................     245.1          254.7 
  Delivery, sales, and  
    administrative expense..............     315.0          336.3 
  Interest expense......................      10.1            2.5 
  Interest income.......................      (1.7)          (1.9) 
  Costs associated with becoming
    an independent company..............        -             2.6
  Other expense, net....................       4.3            1.7 
                                           --------       -------- 
     Total costs and expenses...........     572.8          595.9  
                                           --------       --------
Income before income taxes..............      85.0          112.1  
Provision for income taxes..............      22.1           29.9  
                                           --------       -------- 
Net income..............................   $  62.9        $  82.2
                                           ========       ========
Net income (1996 pro forma) per common
 and common equivalent share............   $  1.01        $  1.23
                                           ========       ======== 
Average number of common and
 common equivalent shares 
 outstanding............................      62.6           63.1
                                           ========       ======== 

See accompanying Notes to Consolidated Financial Statements 
(Unaudited). 
</TABLE>
                                - 3 -


<PAGE> 
<TABLE> 
                      TUPPERWARE CORPORATION    
                    CONSOLIDATED BALANCE SHEET 
                              ASSETS 
                            (UNAUDITED) 
 
 
<CAPTION>
                                       June 28,    December 28, 
                                         1997         1996    
                                       ---------   ---------- 
                                           (In millions) 
<S>                                    <C>          <C>
Cash and cash equivalents............  $   56.5     $   53.0 
 
Accounts receivable..................     154.9        147.2 
  Less allowances for  
    doubtful accounts................     (27.5)       (25.9)
                                       ---------    --------- 
                                          127.4        121.3

Inventories..........................     224.2        252.8 
Deferred income tax benefits.........      27.8         35.1  
Prepaid expenses and other assets....      59.3         61.0  
                                       ---------    --------- 
    Total current assets.............     495.2        523.2 
                                       ---------    --------- 
 
Deferred income tax benefits.........      70.9         56.4

Property, plant, and equipment.......     966.4        974.2
  Less accumulated depreciation......    (654.2)      (643.2)
                                       ---------    ---------
                                          312.2        331.0
 
Long-term receivables, net of 
  allowances of $39.1 million at 
  June 28, 1997 and $40.2  
  million at December 28, 1996.......      51.1         46.6
Other assets  .......................      20.3         21.3
                                       ---------    ---------
    Total assets.....................  $  949.7     $  978.5
                                       =========    =========

See accompanying Notes to Consolidated Financial Statements 
(Unaudited). 
</TABLE>
                                 - 4 - 
 
<PAGE> 
<TABLE> 
                     TUPPERWARE CORPORATION    
                   CONSOLIDATED BALANCE SHEET 
               LIABILITIES AND SHAREHOLDERS' EQUITY 
                           (UNAUDITED) 
<CAPTION>
                                       June 28,     December 28, 
                                         1997          1996    
                                     ------------- ------------ 
                      (Dollars in millions, except per share amounts)
<S>                                     <C>           <C>
Accounts payable...................     $ 71.1        $ 95.6 
Short-term borrowings and current 
  portion of long-term debt........       16.7          25.3 
Accrued liabilities................      230.3         246.1 
                                       --------      --------
    Total current liabilities......      318.1         367.0
                                       --------      --------
 
Long-term debt.....................      256.7         215.3
Accrued postretirement  
  benefit cost.....................       37.4          36.9
Other liabilities..................       52.8          53.8
 
Shareholders' equity: 
  Preferred stock, $0.01 par value,
     200,000,000 shares authorized;
     none issued...................        -             -
  Common stock, $0.01 par value,
     600,000,000 shares authorized;
     62,367,289 shares issued......        0.6           0.6
  Capital surplus..................       19.1          19.1
  Retained earnings................      452.4         418.2
  Treasury stock, 963,747 shares 
     at cost.......................      (39.9)          - 
  Unearned portion of restricted
     stock issued for future              
     service                              (3.4)         (3.9)
  Cumulative foreign currency  
     adjustments...................     (144.1)       (128.5)
                                       --------      --------
    Total shareholders' equity.....      284.7         305.5
                                       --------      --------
    Total liabilities and   
      shareholders' equity.........    $ 949.7       $ 978.5
                                       ========      ========

See accompanying Notes to Consolidated Financial Statements 
(Unaudited). 
</TABLE> 
                                 - 5 - 
 
<PAGE> 
<TABLE> 
                  TUPPERWARE CORPORATION 
           CONSOLIDATED STATEMENT OF CASH FLOWS 
                       (Unaudited) 
    
<CAPTION>
                                                 26 Weeks Ended    
                                           --------------------------- 
                                             June 28,      June 29,
                                               1997          1996 
                                           ------------- ------------- 
                                                   (In millions) 
<S>                                          <C>           <C>
Cash flows from operating activities: 
  Net income.............................    $  62.9       $ 82.2 
  Adjustments to reconcile net income to 
    net cash provided by operating 
    activities: 
      Depreciation.......................       32.7         31.4
      Loss on sale of assets.............        1.3          1.8
      Foreign exhange loss, net..........        0.6          0.9

  Changes in assets and liabilities: 
      Increase in accounts receivable....      (13.7)       (36.6)
      Decrease (increase) in inventory...       20.1        (17.8)
      (Decrease) increase in accounts 
        payable and accrued liabilities..      (24.3)        15.8 
      Increase in income taxes payable...        0.9          7.0 
      Increase in net deferred
        income taxes.....................       (7.1)        (5.0)
      Other, net.........................       (5.3)       (21.7)
                                             --------      -------- 
       Net cash provided by operating 
         activities......................       68.1         58.0
                                             --------      --------
Cash flows from investing activities: 
  Capital expenditures...................      (28.6)       (39.9)
                                             --------      -------- 
Cash flows from financing activities: 
  Special dividend to Premark............        -         (284.9)
  Net transactions with Premark
    other than special dividend..........        -           55.4 
  Dividend payments to shareholders......      (27.3)          -
  Proceeds from exercise of 
    stock options........................        3.4           -
  Payments to acquire treasury stock.....      (42.8)          -
  Net increase in short-term debt........       19.3        105.3 
  Proceeds from issuance of 
    long-term debt.......................       15.0        201.8
  Repayment of long-term debt............        -         (100.3)
                                             --------      -------- 
       Net cash used in financing
         activities......................      (32.4)       (22.7)
                                             --------      -------- 
Effect of exchange rate changes on cash 
  and cash equivalents...................       (3.6)         1.5 
                                             --------      -------- 
Net increase (decrease) in cash and 
  cash equivalents.......................        3.5         (3.1) 

Cash and cash equivalents at beginning
  of year................................       53.0         97.3
                                             --------      --------
Cash and cash equivalents at end 
  of period..............................    $  56.5       $ 94.2
                                             ========      ======== 

See accompanying Notes to Consolidated Financial Statements 
(Unaudited). 
</TABLE> 
                                - 6 - 
 
<PAGE> 
                   TUPPERWARE CORPORATION 
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                        (Unaudited) 
 
 
Note 1:  Basis of Presentation 

The accompanying unaudited consolidated financial statements have 
been prepared in accordance with the instructions to Form 10-Q and 
therefore do not include all footnotes necessary for a fair
presentation of financial position, results of operations, and changes
in financial position in conformity with generally accepted accounting
principles.  Certain prior year amounts have been reclassified to conform 
with the current year's presentation.  In the opinion of management, 
the unaudited consolidated financial statements include all adjustments, 
consisting only of normal recurring items, necessary for a fair presentation 
of financial position and results of operations.  The results of operations
of any interim period are not necessarily indicative of the results that may
be expected for a full fiscal year.  

 
Note 2:  Inventories 
 
Inventories, by component, are summarized as follows (in millions): 
<TABLE> 
<CAPTION> 
                                     June 28,     December 28, 
                                       1997          1996 
                                   -----------   ----------- 
<S>                                  <C>           <C> 
Finished goods..................     $ 102.7       $ 127.5 
Work in process.................        48.6          49.0 
Raw materials and supplies......        72.9          76.3 
                                     --------      -------- 
     Total inventories               $ 224.2       $ 252.8 
                                     ========      ======== 
</TABLE> 
<PAGE>
Note 3:  Distribution of Tupperware 
 
On November 1, 1995, Premark International, Inc.'s (Premark) board of 
directors authorized Premark management to proceed with a plan to 
establish the Tupperware business (Tupperware, the Company) as an 
independent company through a stock distribution to Premark's
shareholders (the Distribution).  The Distribution was effected
on May 31, 1996, through a 1-for-1 distribution of stock, which was  
tax free to Premark's shareholders pursuant to a ruling received from
the Internal Revenue Service. As part of this transaction, on May 24, 1996, 
Dart Industries Inc. (Dart), a wholly-owned subsidiary of the Company, 
paid a $284.9 million special dividend to Premark (the Dividend Payment).  
The Dividend Payment was funded through available cash and a portion of the 
$268.0 million that was borrowed under the Company's $300 million 
multicurrency credit agreement that was entered into on May 17, 1996. 
 
Pro forma net income per common and common equivalent share for the 1996 
periods is calculated as if the Distribution had occurred at the beginning 
of fiscal 1996 and assumes that Tupperware used $25.0 million of available 
cash and $271.9 million of additional borrowings to fund both the Dividend 
Payment of $284.9 million and $12.0 million for the amount that Tupperware 
paid in July 1996 related to the quarterly dividend declared on Premark's 
common stock on May 1, 1996.  Pro forma net income is based on the Company's 
historical net income for the 13- and 26-week periods ended June 29, 1996.  
Historical net income for the 13 weeks ended June 29, 1996 is adjusted for 
$2.8 million of additional interest expense, net of $1.1 million of tax 
benefits, for the two month period prior to the Distribution in the second 
quarter of 1996, related to the increase in borrowings at an assumed 
interest rate of 6.2 percent.  For the 26-week period ended June 29, 1996, 
the comparable adjustments are $7.0 million for interest expense and $2.7 
million for the related tax benefit, for the five-month period prior to 
the Distribution. Pro forma net income per share includes pro forma net 
income divided by an assumed 63.1 million weighted average common and 
common equivalent shares.

Item 2.  Management's Discussion and Analysis of Financial Condition 
         and Results of Operations

The following is a discussion of the results of operations for the 13 
weeks and 26 weeks ended June 28, 1997, compared with the 13 weeks and 
26 weeks ended June 29, 1996, and changes in financial condition during 
the 26 weeks ended June 28, 1997.

The Distribution

As described in Note 3 to the consolidated financial statements, Tupperware 
was established as an independent company in May 1996.

Net Sales and Net Income

Net sales for the second quarter ended June 28, 1997 were $342.5 million, a 
decrease of 9.6 percent from $379.0 million in 1996.  Net income for the 
second quarter of 1997 decreased by $10.9 million, or 22.3 percent, to $38.0 
million or $0.61 per share from 1996 pro forma net income of $48.9 million or 
$0.77 per share.  A stronger U.S. dollar in 1997 had a negative impact of 
$21.0 million or 5 percentage points on the sales comparison, and a $4.3 
million or 8 percentage point negative impact on the net income comparison 
for the quarter.  

For the year-to-date period, sales were $657.8 million, which was a decline 
of $50.2 million or 7.1 percent from $708.0 million in 1996.  Net income of 
$62.9 million for the 26 weeks ended June 28, 1997 decreased by $15.0 million 
or 19.3 percent from 1996 pro forma net income of $77.9 million.  For the 
first half, the negative impact of foreign exchange was $41.7 million or 
6 percentage points on the sales comparison and $7.1 million or 8 percentage 
points on the comparison of 1997 net income with 1996 pro forma net income.  
Net income prior to the pro forma adjustments was $50.6 million and $82.2 
million, respectively, for the 13-week and 26-week periods ending June 29, 
1996.

For both the 13- and 26-week periods, before the negative impact of foreign 
exchange, sales and operating profit in Europe and Latin America increased 
while sales and operating profit in the United States and Asia Pacific 
decreased.  Unallocated corporate expenses of $3.0 million and $7.8 million 
for the 13 and 26 weeks ended June 28, 1997, respectively, were $3.5 
million and $2.6 million less than the comparable 1996 periods, primarily 
reflecting lower provisions for annual executive incentive payments.  The 
second quarter and first half of 1996 included $2.6 million ($1.6 million 
or $0.03 per share after tax) of costs associated with becoming an 
independent company.  International operations contributed 87 percent and 
88 percent of second quarter and first half 1997 sales, respectively, 
compared with 84 percent and 85 percent, respectively, for the 1996 
periods.  In 1997, international operations generated all of the
Company's operating profit in both the second quarter and year-to-date 
period.  In 1996, 89 percent and 95 percent of operating profit, 
respectively, were earned by international operations in the second quarter 
and first half.


Costs and Expenses

The cost of products sold in relation to sales increased to 38.3 percent 
in the second quarter of 1997 from 35.5 percent in 1996.  For the six-month 
periods, the percentage increased to 37.3 in 1997 from 36.0 in 1996.  The 
primary reason for the increases was lower production volumes due to the 
lower sales level and in connection with the effort to reduce inventories.  
Delivery, sales, and administrative expense as a percentage of sales for the
quarterly and year-to-date periods was 45.1 percent and 47.9 percent, 
respectively, in 1997 and 44.9 percent and 47.5 percent, respectively, 
in 1996.  The slight increases in both the quarterly and year-to-date 
periods reflect the lower sales volume in the United States and Asia 
Pacific. 

Net Interest Expense


In the second quarter and first six months of 1997, the Company incurred net 
interest expense of $4.5 million and $8.4 million, respectively.  For the 
comparable 1996 periods, the Company incurred net interest expense of $1.0 
million and $0.6 million, respectively.  In connection with the Distribution, 
Dart paid Premark a special dividend of $284.9 million on May 24, 1996.  The 
Company incurred a significant amount of incremental borrowings in order to 
fund the majority of the special dividend, which led to the higher net 
interest expense in the 1997 periods.

Tax Rate

The effective tax rates for the second quarter and first half of 1997 were 
25.3 percent and 26.0 percent, respectively, compared with 26.5 percent 
and 26.7 percent, respectively, for 1996.  For the year ended December 28, 
1996, the effective tax rate was 25.5 percent.  The effective tax rates are 
significantly below the U.S. statutory tax rate reflecting the availability 
of excess foreign tax credits and the reduction of certain valuation 
allowances against deferred tax assets where it is now management's best
estimate that there is a greater than 50 percent probability that the benefit 
of the assets will be realized in the associated tax returns.


Regional Results (dollars in millions)

Europe
<TABLE>
<CAPTION>
                                                  
                                                  Foreign     
                                 Increase         exchange    Percent of
                                (Decrease)         impact       total
                 1997   1996   Dollar  Percent  Dollar   pp   1997 1996 
                ------ ------  ------  -------  ------- ----  ---- ----
<S>            <C>     <C>     <C>       <C>    <C>     <C>   <C>  <C>

Quarter:
 Net sales     $144.8  $155.1  $(10.3)   (7%)   $(14.8) (10)   42%  41%
 Operating 
   profit        37.4    40.3    (2.9)   (7)      (4.3) (11)   64   51

First Half:
 Net sales     $299.7  $301.9  $ (2.2)   (1%)   $(29.9) (11)   46%  43%
 Operating  
   profit        75.9    70.5     5.4     8       (7.2) (12)   75   56

</TABLE>

Sales increased in both the quarter and first half before the effect of 
foreign exchange.  The most significant increases were in Germany and 
Italy, although several smaller markets contributed to the improvement.  
Offsetting the higher local currency sales in these markets were 
lower sales in France and the United Kingdom in both reporting periods.  
The improvement in Germany was attributable to increased volume from a 
larger number of sellers and a higher activity rate for both the quarter 
and year-to-date period.  The first quarter of 1996 was negatively affected 
by weak economic conditions and low sales during an important promotional 
period.  Italy's sales improvement was also from higher volume resulting 
from a larger sales force.  The weak sales in France and the United Kingdom 
continue to reflect smaller active sales forces.

The local currency improvements in both periods' operating profit reflect 
the improved sales volume, along with more efficient promotional spending 
in Germany.  Foreign exchange had a negative impact on the sales and profit 
comparisons due to the dollar's strength against the currencies throughout 
the region.


Asia Pacific
<TABLE>
<CAPTION>
                                                   
                                                   
                                                   Foreign     
                                                   exchange   Percent of
                                  Decrease          impact      total
                1997    1996   Dollar  Percent   Dollar    pp  1997 1996 
               ------  ------  ------  -------  -------   ---- ---- ----
<S>            <C>     <C>     <C>      <C>     <C>       <C>   <C>  <C>
 
Quarter:
 Net sales     $ 75.5  $ 93.5  $(18.0)  (19)%   $ (6.0)    (5)  22%  25%
 Operating 
   profit        10.4    19.3    (8.9)  (46)      (1.5)    (4)  18   24

First Half:
 Net sales     $141.1  $169.7  $(28.6)  (17)%   $(11.6)    (6)  21%  24%
 Operating  
   profit        12.9    28.6   (15.7)  (55)      (2.4)    (4)  13   23

</TABLE>
The decreases in Asia Pacific sales were from lower volume in Japan and the
Philippines, due to fewer active sellers.  The lower operating profit 
followed from the decreased sales volume along with a lower gross margin 
due to lower production, as well as an increase in costs associated with 
the new markets of China and India.  Operating expenses did not decrease in 
line with the decrease in sales, also contributing to the lower profits.  
The negative impact of foreign exchange on the comparisons for the region 
was primarily from Japan and Korea.


Latin America
<TABLE>
<CAPTION>                                       Foreign
                                                exchange     Percent of
                                 Increase        impact        total
              1997    1996   Dollar  Percent  Dollar    pp   1997  1996 
             ------  ------  ------  -------  -------  ----  ----  ----
<S>          <C>     <C>     <C>        <C>    <C>     <C>    <C>   <C>
Quarter:
 Net sales   $ 76.4  $ 70.9  $ 5.5       8%    $(0.2)   -     22%   18%
 Operating
  profit       12.8    10.8    2.0      18      -      (1)    22    14

First Half:
 Net sales   $139.6  $133.1  $ 6.5       5%    $(0.2)   -     21%   18%
 Operating  
  profit       22.4    20.0    2.4      12      (0.1)   -     22    16

</TABLE>
In Latin America, the quarterly and year-to-date increases in sales primarily 
reflect higher volume in Mexico, partially offset by lower volume in Brazil 
and Argentina.  In Mexico, the improvement was from a larger number of active 
sellers, reflecting recruiting and activity incentives. In Brazil and 
Argentina, the sales forces increased, but productivity and activity levels 
fell.  The lower productivity and activity has resulted from the fast pace of 
expansion of the businesses over the past few years.  Training programs 
focusing on the interaction between distributors and their sales forces are 
underway to address these issues.  The increases in operating profit for 
the quarter and first half reflect the higher sales, and for the year-to-date 
period, a slight improvement in gross margin from less product outsourcing 
in Mexico.

<PAGE>

United States
<TABLE>
<CAPTION>
                                               
                                              
                                               Percent of
                                 Decrease        total
              1997    1996   Dollar  Percent   1997   1996 
             ------  ------  ------  -------   ----   ----
<S>          <C>     <C>     <C>       <C>     <C>    <C>
Quarter: 
 Net sales   $ 45.8  $ 59.5  $(13.7)   (23)%   14%    16%
 Operating
  (loss)       
  profit       (2.2)    8.5   (10.7)  (126)    n/a    11

First Half:
 Net sales   $ 77.4  $103.3  $(25.9)   (25)%   12%    15%
 Operating
  (loss) 
  profit      (10.0)    6.6   (16.6)  (252)    n/a     5

</TABLE>

The lower U.S. sales reflect the impact of implementing higher sales force 
standards in the latter half of 1996.  The new standards led to a smaller 
sales force, along with lower productivity compared with the 1996 periods.  
New programs, including a two-tiered vehicle program, have recently been
implemented to increase recruiting and activity.  The increase in the 
operating losses in 1997 reflects the impact of lower sales, along with 
higher manufacturing costs per unit due to the lower volume.  Additionally, 
promotional expenses increased because of the new programs; however, 
operating expenses were lower in both 1997 periods than in 1996, reflecting 
the effort to reduce the operating losses.
<PAGE>

Financial Condition

Working capital was $177.1 million as of June 28, 1997, compared with 
$156.2 million as of the end of 1996.  The increase primarily relates to 
a reduction in accounts payable and accruals that was only partially 
offset by a reduction in inventories, reflecting the Company's effort to 
bring its inventories down to a more appropriate level. 

Net cash provided by operating activities in the first half of 1997 was 
$68.1 million, compared with $58.0 million in the first half of 1996.  The 
improvement primarily reflects the 1997 reduction in inventories versus an 
increase in 1996 and a significantly lower increase in accounts receivable
reflecting sales trends and collection efforts.  Partially offsetting these
factors were lower net income and the decrease in accounts payable and accruals 
resulting primarily from lower annual executive incentive compensation, the 
timing of payments, and lower sales.  The $28.6 million of cash used in 
investing activities was for capital expenditures, primarily for new molds.

As of June 28, 1997, the Company had $300 million available under its 
multicurrency credit facility.  This facility along along with $183 million 
of foreign uncommitted lines of credit and cash generated by operating 
activities, are expected to be adequate to finance any additional working 
capital needs and capital expenditures.

In the first quarter of 1997, the company began making share repurchases 
under its program announced in 1996.  During the first half, the Company 
repurchased approximately 1.0 million shares of its common stock at an 
average cost of approximately $41 per share.  

<PAGE> 
                         PART II 
 
                    OTHER INFORMATION 
                                     
 
 
Item 6.  Exhibits and Reports on Form 8-K 
 
         (a)  Exhibits (numbered in accordance with Item 601 of 
              Regulation S-K) 
   
              (11) A statement of computation of per share earnings 
                   is filed as an exhibit to this report. 
      
              (27) A Financial Data Schedule for the second quarter of 
                   1997 is filed as an exhibit to this report. 
 
    
         (b)  Reports on Form 8-K 
 
              During the quarter, the Registrant filed one current
              report on Form 8-K on May 28, 1997, to file the form of a 
              distribution agreement and forms of notes in relation to 
              the Medium-Term Notes, Series A of the Registrant issued 
              in connection with its Registration Statement on Form S-3 
              (No. 333-12125)
                                         
<PAGE> 
                          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 thereunto duly authorized. 
 
 
                                     TUPPERWARE CORPORATION      
 
 
 
 
                                     By:   Thomas M. Roehlk
                                        ------------------------- 
                                        Senior Vice President,    
                                         General Counsel and      
                                              Secretary   
 
 
 
 
                                     By:  Thomas P. O'Neill, Jr. 
                                        ------------------------- 
                                          Senior Vice President   
                                           and Chief Financial      
                                                Officer
                     
 
 
 
 
Orlando, Florida    
 
August 7, 1997 

<PAGE> 


                                                         EXHIBIT 11
                     TUPPERWARE CORPORATION    
        STATEMENT OF COMPUTATION OF PER SHARE EARNINGS<F1>
                           (Unaudited) 
 
[CAPTION]
                                                   13 Weeks Ended   
                                             -------------------------- 
                                               June 28,      June 29,
                                                 1997          1996 
                                             ------------  ------------- 
                              (Dollars in millions, shares in thousands)

[S]                                             [C]           [C]
Earnings (1996 pro forma)...................    $  38.0       $  48.9
                                                =======       ======= 
PRIMARY METHOD
 Shares (1996 pro forma)
     Cumulative average outstanding shares..     61,547        62,030 
     Common equivalent shares...............        568         1,051
                                                -------       -------
     Weighted average number of common
        and common equivalent shares
        outstanding.........................     62,115        63,081
                                                =======       ======= 

 Primary earnings per share (1996 pro forma)    $  0.61       $  0.77

FULLY DILUTED METHOD 
  Shares (1996 pro forma)
     Cumulative average outstanding shares..     61,547        62,030
     Common equivalent shares...............        574         1,051
                                                -------       -------
     Weighted average number of common
        and common equivalent shares........
        outstanding.........................     62,121        63,081
                                                =======       ======= 
  Fully Diluted earnings per share (1996   
        pro forma)..........................    $  0.61       $  0.77 
                                                =======       ======= 

<F1>For all periods prior to the Distribution, the number of shares
    actually outstanding and the number of common equivalent
    shares existing at the date of the Distribution have been used.

<PAGE> 

<TABLE>

                                                           EXHIBIT 11
                     TUPPERWARE CORPORATION    
        STATEMENT OF COMPUTATION OF PER SHARE EARNINGS<F1>
                           (Unaudited) 
 
<CAPTION>
                                                   26 Weeks Ended   
                                             -------------------------- 
                                               June 28,      June 29,
                                                 1997          1996 
                                             ------------  ------------- 
                              (Dollars in millions, shares in thousands)

<S>                                             <C>           <C>        
Earnings (1996 pro forma)...................    $  62.9       $  77.9
                                                =======       ======= 
PRIMARY METHOD
 Shares (1996 pro forma)
     Cumulative average outstanding shares..     61,817        62,030 
     Common equivalent shares...............        739         1,058
                                                -------       -------
     Weighted average number of common
        and common equivalent shares
        outstanding.........................     62,556        63,088
                                                =======       ======= 
                                                
 Primary earnings per share (1996 pro forma)    $  1.01       $  1.23

FULLY DILUTED METHOD 
  Shares (1996 pro forma) 
     Cumulative average outstanding shares..     61,817        62,030
     Common equivalent shares...............        743         1,058
                                                -------       -------
     Weighted average number of common
        and common equivalent shares........
        outstanding.........................     62,560        63,088
                                                =======       ======= 
  Fully Diluted earnings per share (1996
        pro forma)..........................    $  1.01       $  1.23 
                                                =======       ======= 

<F1>For all periods prior to the Distribution, the number of shares
    actually outstanding and the number of common equivalent
    shares existing at the date of the Distribution have been used.
</TABLE>

<TABLE> <S> <C>
 
<ARTICLE>          5 
<LEGEND> 
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
TUPPERWARE CORPORATION'S SECOND QUARTER 1997 FINANCIAL STATEMENTS AS
FILED IN ITS QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 
</LEGEND> 
<MULTIPLIER>  1,000 
        
<S>                                        <C> 
<PERIOD-TYPE>                              6-MOS 
<FISCAL-YEAR-END>                          DEC-27-1997 
<PERIOD-START>                             DEC-29-1996 
<PERIOD-END>                               JUN-28-1997 
<CASH>                                          56,500 
<SECURITIES>                                         0 
<RECEIVABLES>                                  154,900 
<ALLOWANCES>                                    27,500 
<INVENTORY>                                    224,200 
<CURRENT-ASSETS>                               495,200 
<PP&E>                                         966,400 
<DEPRECIATION>                                 654,200 
<TOTAL-ASSETS>                                 949,700 
<CURRENT-LIABILITIES>                          318,100 
<BONDS>                                        256,700 
                                0 
                                          0 
<COMMON>                                           600 
<OTHER-SE>                                     284,100 
<TOTAL-LIABILITY-AND-EQUITY>                   949,700 
<SALES>                                        657,800 
<TOTAL-REVENUES>                               657,800 
<CGS>                                          245,100 
<TOTAL-COSTS>                                  245,100 
<OTHER-EXPENSES>                                 4,300 
<LOSS-PROVISION>                                 3,025 
<INTEREST-EXPENSE>                              10,100 
<INCOME-PRETAX>                                 85,000 
<INCOME-TAX>                                    22,100 
<INCOME-CONTINUING>                             62,900 
<DISCONTINUED>                                       0 
<EXTRAORDINARY>                                      0 
<CHANGES>                                            0 
<NET-INCOME>                                    62,900 
<EPS-PRIMARY>                                     1.01 
<EPS-DILUTED>                                        0 

</TABLE>


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