TUPPERWARE CORP
10-Q, 1998-08-11
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 27, 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 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 10, 1998, 57,722,050 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 27, 1998 and June 28, 1997................    2 
  
          Consolidated Statement of Income 
          (Unaudited) for the 26 week periods ended 
          June 27, 1998 and June 28, 1997................    3 
          
          Consolidated Balance Sheet 
          (Unaudited) as of June 27, 1998 and 
          December 27, 1997..............................    4 
   
          Consolidated Statement of Cash Flows 
          (Unaudited) for the 26 week periods
          ended June 27, 1998 and June 28, 1997..........    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 27, 1997. 
   
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 27,       June 28, 
                                             1998           1997 
                                         ------------  ------------ 
                                    (In millions, except per share amounts) 
 
<S>                                        <C>            <C>
Net sales...............................   $ 282.9        $ 342.5 
                                           --------       -------- 
 
Costs and expenses: 
  Cost of products sold.................     108.4          131.1 
  Delivery, sales, and  
    administrative expense..............     137.2          154.5   
  Interest expense......................       6.1            5.4 
  Interest income.......................      (0.8)          (0.9) 
  Other expense, net....................       1.6            1.5 
                                           --------       -------- 
     Total costs and expenses...........     252.5          291.6  
                                           --------       --------
Income before income taxes..............      30.4           50.9  
Provision for income taxes..............       7.4           12.9             
                                           --------       -------- 
Net income..............................   $  23.0        $  38.0
                                           ========       ========
Earnings per common share:                                           
  Basic.................................   $  0.40        $  0.62
                                           ========       ======== 
  Diluted...............................   $  0.39        $  0.61
                                           ========       ======== 

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

<PAGE> 
<TABLE>           
                     TUPPERWARE CORPORATION    
                CONSOLIDATED STATEMENT OF INCOME 
                           (Unaudited) 
 
<CAPTION>
                                                26 Weeks Ended   
                                         -------------------------- 
                                           June 27,       June 28, 
                                             1998           1997
                                         ------------  ------------ 
                                   (In millions, except per share amounts) 
 
<S>                                        <C>            <C>
Net sales...............................   $ 551.7        $ 657.8 
                                           --------       -------- 
 
Costs and expenses: 
  Cost of products sold.................     204.7          245.1  
  Delivery, sales, and  
    administrative expense..............     285.1          315.0  
  Interest expense......................      10.6           10.1         
  Interest income.......................      (1.4)          (1.7) 
  Other expense, net....................       1.9            4.3    
                                           --------       -------- 
     Total costs and expenses...........     500.9          572.8            
                                           --------       --------
Income before income taxes..............      50.8           85.0       
Provision for income taxes..............      12.4           22.1  
                                           --------       -------- 
Net income..............................   $  38.4        $  62.9
                                           ========       ========
Earnings per common share:                                           
  Basic.................................   $  0.65        $  1.02
                                           ========       ======== 
  Diluted..............................    $  0.65        $  1.01
                                           ========       ======== 

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


<PAGE> 
<TABLE> 
                      TUPPERWARE CORPORATION    
                    CONSOLIDATED BALANCE SHEET 
                              ASSETS 
                            (UNAUDITED) 
 
 
<CAPTION>
                                       June 27,    December 27, 
                                         1998          1997
                                       ---------   ----------- 
                                           (In millions) 
<S>                                    <C>          <C>
Cash and cash equivalents............  $   16.9     $   22.1 
 
Accounts receivable..................     133.5        137.4 
  Less allowances for  
    doubtful accounts................     (35.4)       (40.4)
                                       ---------    --------- 
                                           98.1         97.0

Inventories..........................     173.0        184.2 
Deferred income tax benefits.........      49.8         44.4  
Prepaid expenses and other...........      52.2         55.4  
                                       ---------    --------- 
    Total current assets.............     390.0        403.1 
                                       ---------    --------- 
 
Deferred income tax benefits.........      76.4         82.7

Property, plant, and equipment.......     951.6        944.0
  Less accumulated depreciation......    (673.4)      (651.0)
                                       ---------    ---------
                                          278.2        293.0
 
Long-term receivables, net of 
  allowances of $39.3 million  
  at June 27, 1998 and 
  December 27, 1997..................      41.1         36.4
Other assets  .......................      31.8         32.0
                                       ---------    ---------
    Total assets.....................  $  817.5     $  847.2
                                       =========    =========

See accompanying Notes to Consolidated Financial Statements 
(Unaudited). 
</TABLE>
                                 - 4 - 
 
<PAGE> 
<TABLE> 
                     TUPPERWARE CORPORATION    
                   CONSOLIDATED BALANCE SHEET 
               LIABILITIES AND SHAREHOLDERS' EQUITY 
                           (UNAUDITED) 
<CAPTION>
                                       June 27,     December 27, 
                                         1998           1997    
                                     ------------- ------------ 
                      (Dollars in millions, except per share amounts)
<S>                                     <C>           <C>
Accounts payable...................     $ 57.8        $ 75.4 
Short-term borrowings and current 
  portion of long-term debt........       39.3             - 
Accrued liabilities................      198.3         224.4 
                                       --------      --------
    Total current liabilities......      295.4         299.8
                                       --------      --------
 
Long-term debt.....................      292.0         236.7
Accrued postretirement  
  benefit cost.....................       38.5          38.0
Other liabilities..................       53.4          58.5
 
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..................       19.5          19.5
  Retained earnings................      454.7         441.4
  Treasury stock, 4,585,796 shares  
     at June 27, 1998, and 
     1,400,207 shares at 
     December 27, 1997, at cost....     (139.2)        (54.0)
  Unearned portion of restricted
     stock issued for future              
     service.......................       (2.1)         (2.4)
  Cumulative foreign currency  
     adjustments...................     (195.3)       (190.9)
                                       --------      --------
    Total shareholders' equity.....      138.2         214.2
                                       --------      --------
    Total liabilities and   
      shareholders' equity.........    $ 817.5       $ 847.2
                                       ========      ========

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 27,      June 28,
                                               1998          1997
                                           ------------- ------------- 
                                                   (In millions) 
<S>                                          <C>           <C>
Cash flows from operating activities: 
  Net income.............................    $  38.4       $  62.9 
  Adjustments to reconcile net income to 
    net cash provided by operating 
    activities: 
      Depreciation.......................       30.9          32.7        
      Loss on sale of assets.............        0.7           1.3 
      Foreign exchange (gain) loss, net..       (0.2)          0.6         

  Changes in assets and liabilities: 
      Increase in accounts receivable....       (7.8)        (18.9)
      Decrease in inventory..............        7.2          20.1         
      Decrease in accounts payable
        and accrued liabilities..........      (14.9)        (24.3)        
      (Decrease)increase in income 
        taxes payable....................      (22.5)          0.9           
      Increase in net deferred
        income taxes.....................       (1.4)         (7.1)
      Other, net.........................       (1.0)         (0.1)
                                             --------      -------- 
       Net cash provided by operating 
         activities......................       29.4          68.1
                                             --------      --------
Cash flows from investing activities: 
  Capital expenditures...................      (17.7)        (28.6)
                                             --------      -------- 
Cash flows from financing activities: 
  Dividend payments to shareholders......      (26.3)        (27.3)
  Proceeds from exercise of 
    stock options........................        1.3           3.4
  Payments to acquire treasury stock.....      (89.3)        (42.8)          
  Net increase in short-term debt........       96.9          19.3
  Proceeds from issuance of 
    long-term debt.......................          -          15.0
                                             --------      -------- 
       Net cash used in financing
         activities......................      (17.4)        (32.4)       
                                             --------      -------- 
Effect of exchange rate changes on cash 
  and cash equivalents...................        0.5          (3.6)
                                             --------      -------- 
Net (decrease) increase in cash and 
  cash equivalents.......................       (5.2)          3.5         

Cash and cash equivalents at beginning
  of year................................       22.1          53.0         
                                             --------      --------
Cash and cash equivalents at end 
  of period..............................    $  16.9       $  56.5
                                             ========      ======== 

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 27,     December 27, 
                                       1998          1997 
                                   -----------   ----------- 
<S>                                  <C>           <C> 
Finished goods..................     $  80.0       $  86.2 
Work in process.................        39.3          43.3 
Raw materials and supplies......        53.7          54.7 
                                     --------      -------- 
     Total inventories               $ 173.0       $ 184.2 
                                     ========      ======== 
</TABLE> 
                                
                                - 7 -
<PAGE>

Note 3:  Net Income Per Common Share   

In the fourth quarter of 1997, the Company adopted Statement of 
Financial Accounting Standards No. 128, "Earnings Per Share."
Accordingly, these financial statements include "basic" and
"diluted" per share information for the periods presented. 
Basic per share information is calculated by dividing net income
by the weighted average number of shares outstanding.  Diluted
per share information is calculated by also considering the 
impact of potential common stock on both net income and the
weighted average number of shares outstanding.  The weighted
average number of shares used in the basic earnings per share
computations were 57.9 million and 58.9 million for the 13 and
26 weeks ended June 27, 1998, respectively, compared with 61.4 
million and 61.7 million for the 1997 periods.

The only difference in the computation of basic and diluted 
earnings per share is the inclusion of 0.6 million for the 
quarter and year-to-date period in 1998 and 0.5 million and 
0.6 million, respectively, for the quarter and year-to-date 
period in 1997 of shares of potential common stock.  Options 
to purchase 2.0 million and 0.7 million shares of common stock 
were outstanding during the first half of 1998 and 1997, 
respectively, but not included in the computation of diluted 
earnings per share because the options' exercise prices were 
greater than the average market price of the common shares 
during the respective period and, therefore, would have been 
anti-dilutive if included.  The Company's potential common stock 
consists of employee and director stock options and restricted 
stock.  Per share information pertaining to 1997 has been 
restated to conform with the current year's presentation.

Note 4:  Other Comprehensive Income

During the quarter ended March 28, 1998, the Company adopted SFAS
No. 130, "Reporting Comprehensive Income."  SFAS 130 requires
the Company to display "comprehensive income" which, in addition
to net income, includes certain amounts recorded directly in 
equity.

The components of comprehensive income, net of related tax, for
the 13 week and 26 week periods ended June 27, 1998 and June 28, 
1997, were as follows:

<TABLE>
<CAPTION>
                                          13 Weeks Ended      26 Weeks Ended
                                        ------------------  ------------------
                                        June 27,  June 28,  June 27,  June 28,
                                          1998      1997      1998      1997
                                        --------  --------  --------  --------
<S>                                     <C>       <C>       <C>       <C>

Net income..........................    $ 23.0     $ 38.0   $ 38.4    $ 62.9
Foreign currency translation
  adjustments including tax
  benefits (provisions) of $0.3 
  and ($0.7) for the 13 weeks 
  and 26 weeks ended June 28, 
  1998, respectively, and ($0.7) 
  and ($3.7) for the comparable 
  1997 periods.....................       (5.8)      (1.6)    (4.4)    (15.6)
                                        ------     ------    ------    ------
Comprehensive income................    $ 17.2     $ 36.4     34.0      47.3
                                        ======     ======    ======    ======

Accumulated other comprehensive income is comprised solely of
foreign currency translation adjustments.

<PAGE>
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 27, 1998, compared with 
the 13 weeks and 26 weeks ended June 28, 1997, and changes in 
financial condition during the 26 weeks ended June 27, 1998.


Net Sales and Net Income

Net sales for the second quarter ended June 27, 1998 were 
$282.9 million, a decrease of $59.6 million or 17.4 percent 
from $342.5 million in 1997.  Net income for the second quarter 
of 1998 decreased $15.0 million, or 39.6 percent, to $23.0 
million, or $0.39 per share, from 1997 net income of $38.0 
million, or $0.61 per share.  A stronger U.S. dollar in 1998 had 
a negative impact of $26.1 million or 7 percentage points on the 
sales comparison, and a $4.5 million or 8 percentage point 
negative impact on the net income comparison for the quarter.  

For the year-to-date period, sales were $551.7 million, which 
was a decline of $106.1 million, or 16.1 percent, from $657.8 
million in 1997.  Net income of $38.4 million for the 26 weeks 
ended June 27, 1998 decreased $24.5 million or 38.0 percent 
from 1997 net income of $62.9 million.  For the first half, the 
negative impact of foreign exchange was $54.6 million or 8 
percentage points on the sales comparison and $9.7 million or 
10 percentage points on the comparison of 1998 net income with 
1997 net income.  

For both the 13-week and 26-week periods, improvement in sales  
and operating profit in the United States was offset by a decline 
in Europe and weak performance in Latin America and Asia Pacific.  
Unallocated corporate expenses of $5.8 million and $10.5 million 
for the 13 weeks and 26 weeks ended June 27, 1998, respectively, 
were $2.8 million and $2.7 million more than the 1997 comparable 
periods.  The increases primarily were due to lower provisions 
for annual executive incentive payments in 1997 and higher foreign 
exchange losses in 1998.  International operations contributed 82 
percent and 85 percent of second quarter and first half sales, 
respectively, compared with 87 percent and 88 percent, respectively 
for the 1997 periods.  In 1998, international operations generated 
91 percent and all of the second quarter and first half operating
profit, respectively.  In 1997, international operations generated 
all of the Company's operating profit in both the second quarter 
and year-to-date period.


Costs and Expenses

The cost of products sold in relation to sales was unchanged 
at 38.3 percent in the second quarter of 1998 compared with the
second quarter of 1997.  For the six-month periods, the 
percentage decreased slightly to 37.1 in 1998 from 37.3 in 1997.  
Gross margin in the United States improved in both periods due 
to less sales discounting and higher plant capacity utilization. 
Offsetting these improvements were lower margins in Latin America 
as a consequence of the sales level, which led to less capacity 
utilization, and the sale of lower margin products.

<PAGE>
Net Interest Expense

In the second quarter and first six months of 1998, the Company 
incurred net interest expense of $5.3 million and $9.2 million, 
respectively.  For the comparable 1997 periods, the Company 
incurred net interest expense of $4.5 million and $8.4 million, 
respectively.  Net interest expense was higher due to borrowings 
for share repurchases.


Tax Rate

The effective tax rates for the second quarter and first half 
of 1998 were 24.5 percent compared with 26.0 percent for the 
second quarter and year-to-date period in 1997.  For the year 
ended December 27, 1997, the effective tax rate was 26.0 percent.  
The effective tax rates were below the U.S. statutory tax rate.  
In 1997 the lower rate reflected the availability of excess foreign 
tax credits and the reduction of certain valuation allowances 
against deferred tax assets.  In 1998, the rate continues to 
reflect excess foreign tax credits along with lower foreign 
effective tax rates.

Year 2000 Issues

The Company has studied the "Year 2000" issues affecting its 
operations and has prepared a plan to address them.  That plan 
is now being implemented and the issues are not expected to have 
a material adverse effect on the Company's operations.  However, 
if such modifications and conversions are not made, or are not 
completed in a timely manner, the Year 2000 issues could have a
material adverse impact on the Company.  The cost of addressing 
Year 2000 issues has not been material to the Company to date 
and is not expected to be in future periods.

The Company has initiated formal communications with significant 
suppliers and other third party companies doing business with 
the Company to determine the extent to which the Company's 
systems and operations are vulnerable to those third parties' 
failure to remediate their Year 2000 issues.  The Company is not
aware of any Year 2000 issues of third parties that it expects
to have a material adverse effect on its operations, however, 
there can be no guarantee that the systems of these other 
companies will be converted before the turn of the century or 
that their failure to do so would not have a material adverse 
effect on the Company.

Euro Implementation

On January 1, 1999, several European countries that are members 
of the European Monetary Union plan to replace their respective 
currencies with one common currency - the euro.  The Company 
has studied the "euro" implementation issues affecting its 
operations and has formed a task force to address them from both 
a business and systems point of view.  Plans are in place to deal
with both types of issues and are being carried out in time for 
the January 1, 1999 implementation.  The incremental cost to the 
Company of addressing the euro conversion is not expected to 
be material.

<PAGE>

Regional Results (dollars in millions)

Europe

</TABLE>
<TABLE>
<CAPTION>                                                   
                                                            Negative
                                                            foreign    Percent
                                  Decrease       Restated   exchange   of total
                 1998   1997   Dollar  Percent  (decrease)  impact    1998 1997 
                ------ ------  ------  -------  ----------  --------  ---- ----
<S>            <C>     <C>     <C>       <C>       <C>      <C>       <C>  <C>

Quarter:
 Net sales     $122.8  $144.8  $(22.0)   (15)%     (11)%    $ (7.2)    43%  42%
 Operating 
   profit        31.4    37.4    (6.0)   (16)      (11)       (2.0)    75   64

First Half:
 Net sales     $268.1  $299.7  $(31.6)   (11)%      (4)%    $(21.3)    48%  46%
 Operating  
   profit        67.0    75.9    (8.9)   (12)       (3)       (6.5)    94   75

</TABLE>

Sales decreased during the quarter due to ineffective recruiting
promotions in Germany and Scandinavia, which impacted the early 
part of the quarter.  The impact of the ineffective promotions 
in the second quarter more than offset the first quarter 1998 
sales improvement generating a modest sales decline for the year-
to-date period.  Partially offsetting the decreases in Germany 
and Scandinavia were higher sales in Austria, Belgium and the
newer markets of Hungary, Israel, Turkey and the Balkans.  The
improvement in these countries was attributable to increased 
volume from a larger number of sellers and a higher productivity 
for the quarter and year-to-date period.  Operating profit was
down for both the quarter and year-to-date period due to the lower 
sales.  Foreign exchange had a negative impact on the sales and 
profit comparisons due to the dollar's strength against currencies 
throughout the region.

<PAGE>
Asia Pacific
<TABLE>
<CAPTION>
                                                            Negative
                                                            foreign    Percent
                                  Decrease       Restated   exchange   of total
                 1998   1997   Dollar  Percent  (decrease)  impact    1998 1997 
                ------ ------  ------  -------  ----------  --------  ---- ----
<S>            <C>     <C>     <C>       <C>       <C>      <C>       <C>  <C>

Quarter:
 Net sales     $ 53.2  $ 75.5  $(22.3)  (30)%       (7)%    $(18.4)    19%  22%  
 Operating 
   profit         5.7    10.4    (4.7)  (45)       (11)       (3.9)    14   18   

First Half:
 Net sales     $ 97.1  $141.1  $(44.0)  (31)%      (11)%     $(32.4)   18%  21% 
 Operating  
   profit         4.7    12.9   ( 8.2)  (63)       (27)        (6.4)    7   13   

</TABLE>

The sales decreases for both the quarter and six-month period 
reflect the continuing weak economic conditions in the region, 
particularly in Japan and Korea, causing consumers to limit 
spending.  To counter these economic issues, the Company is 
emphasizing the Tupperware earnings opportunity in recruiting 
and focusing on cost containment throughout the region.  
Partially offsetting the sales decline in Japan and Korea were 
increases in local currency sales due to increased volume from 
a larger number of sellers in India, Indonesia and the Philippines.  
In the Philippines, an effective promotional program combined with 
new and pre-packaged product sets contributed to the sales increase 
for the quarter and year-to-date period.  Operating profit was 
down for both the quarter and year-to-date period due to the lower 
sales.  Operating expenses decreased, but not in line with the 
decrease in sales.  Foreign exchange had a negative impact on the 
sales and profit comparisons due to the dollar's strength against 
currencies throughout the region. 

The Chinese government has banned direct selling in that country
and communicated this directive to the Company in April 1998.
The Chinese government did issue to the Company a "retail/
wholesale" license to resume selling in Guangzhou and the Company 
is anticipating approval to resume selling in several other 
locations.  The Company does not have a significant investment 
recorded in its balance sheet for its operations in China and the 
existing limitation placed on the direct selling method will not 
have a material adverse effect on the Company or its operations.

Latin America
<TABLE>
<CAPTION>                                      
                                                            Negative
                                                            foreign    Percent
                                  Decrease       Restated   exchange   of total
                 1998   1997   Dollar  Percent  (decrease)  impact    1998 1997 
                ------ ------  ------  -------  ----------  --------  ---- ----
<S>            <C>     <C>     <C>       <C>       <C>      <C>       <C>  <C>

Quarter:
 Net sales   $ 57.3  $ 76.4   $(19.1)    (25)%      (25)%    $(0.5)    20%   22%
 Operating
  profit        0.7    12.8    (12.1)    (95)       (95)      (0.1)     2    22

First Half:
 Net sales   $104.4  $139.6   $(35.2)    (25)%      (25)%    $(0.9)    19%   21%
 Operating  
  profit        0.5    22.4    (21.9)    (98)       (98)      (0.1)     1    22

</TABLE>        

The sales decreases for both the quarter and six-month period 
were due to significantly lower volume in Brazil and Argentina
and an expected decline in Mexico for the quarter.  The decreases 
in Brazil and Argentina were due to significantly lower sales 
force productivity and activity levels, which are being addressed 
through training of distributors and the sales forces in direct 
selling fundamentals.  In the first quarter of 1998, a number of 
distributorships in Brazil and Argentina were consolidated to 
enhance the continuing distributors' profitability allowing them 
to better focus on sales growth.  The second quarter sales com-
parison for Mexico was negatively impacted by some very strong
promotional programs in 1997.  The lower operating profit for 
the quarter and six-month period followed the decreased sales 
volume along with a lower gross margin percentage due to a lower 
level of production.

<PAGE>

United States
<TABLE>
<CAPTION>
                                               
                                              
                                                Percent of
                                  Increase        total
              1998    1997    Dollar  Percent   1998   1997
             ------  ------   ------  -------   ----   ----
<S>          <C>     <C>      <C>       <C>     <C>    <C>
Quarter: 
 Net sales   $ 49.6  $ 45.8   $ 3.8       8%     18%    14%
 Operating
  profit
  (loss)        3.7    (2.2)    5.9     266       9     nm

First Half:
 Net sales   $ 82.1  $ 77.4   $ 4.7       6%     15%    12%
 Operating
  loss         (1.7)  (10.0)    8.3      83      nm     nm

</TABLE>

Sales for the quarter and first half in the United States 
increased in spite of a smaller sales force as productivity 
improved significantly.  The increase in productivity was 
partially due to the new compensation programs for recruiting and 
promoting which were introduced in the first quarter of 1998.  
These programs are being assimilated throughout the sales force.  
The significant decreases in the operating loss for the quarter 
and the first half reflect the impact of increased sales; higher 
gross margin due to less sales discounting and higher plant 
capacity utilization; and lower operating expenses reflecting 
the results of cost containment efforts.


Financial Condition

Working capital was $91.9 million as of June 27, 1998, compared 
with $103.3 million as of the end of 1997.  The decrease 
primarily relates to higher current borrowings due to share 
repurchases and a decrease in the cash balance, which was 
partially offset by a decrease in accounts payable and accrued 
liabilities.  The Company classifies a portion of its outstanding 
borrowings that are due within one year by their terms as non-
current due to its ability and intent that they be outstanding 
throughout the succeeding twelve months.  Based on the timing of 
the Company's cash inflows during the year, as well as its 
planned uses of cash flow, no amount was classified as current at the 
end of 1997.  The decrease in accounts payable and accrued 
liabilities reflects the seasonal reduction of accounts payable 
along with lower accruals for promotions.

Net cash provided by operating activities in the first half of 
1998 was $29.4 million, compared with $68.1 million in the first 
half of 1997.  The decrease was primarily due to lower net income,
lower inventory reduction and timing of income tax payments.  
Partially offsetting these factors were the lower accounts 
receivable increase reflecting sales trends and collection efforts
and a lower use of cash for pay down of accounts payables and 
accruals.  The $17.7 million of cash used in investing activities 
was for capital expenditures, primarily for new molds.

As of June 27, 1998, the Company had $300 million available under 
its unsecured multicurrency credit facility, which matures on 
August 8, 2002.  The multicurrency credit facility, along with 
$258 million of unused lines of credit and cash generated by 
operating activities, are expected to be adequate to finance any 
additional working capital needs and capital expenditures.

During the first half of 1998, the Company repurchased 
approximately 3.3 million shares of its common stock at an average 
cost of approximately $27 per share.  Through the end of the first 
half, a total of 4.8 million shares of a 5 million share re-
purchase authorization have been repurchased under the program at 
an average cost of $31 per share.

<PAGE> 
                        PART II 
 
                    OTHER INFORMATION 
                                     
Item 4.  Submission of Matters to a Vote of Security Holders

The 1998 annual meeting of shareholders of the Registrant occurred 
on May 8, 1998.  The following matters were voted upon at the 
meeting: the election as a director of the Registrant of each of 
Rita Bornstein, E. V. Goings, Betsy D. Holden, Robert M. Price 
and Joyce M. Roche, and the ratification of the appointment of 
PricewaterhouseCoopers LLP as independent auditors of the 
Registrant.

<TABLE>
<CAPTION>

The results of the voting were as follows:

<S>                <C>         <C>              <C>         <C>
                               Votes Against/               Broker
Matter Voted       Votes For   Withheld*        Abstained   Non-Votes 
- ------------       ---------   --------------   ---------   --------- 

Election of
Rita Bornstein     53,729,873    807,146          N/A          0

Election of
E. V. Goings       53,738,569    798,450          N/A          0

Election of
Betsy D. Holden    53,725,583    811,436          N/A          0

Election of
Robert M. Price    53,744,787    792,232          N/A          0

Election of
Joyce M. Roche     53,726,084    810,937          N/A          0

Approval of
Pricewaterhouse-   
Coopers LLP        54,364,127     82,465         90,427        0

* Numbers shown for Director elections are votes withheld.  For the
  other matter voted upon, numbers shown are votes against.

In addition to the directors elected at the meeting, the directors
of the Registrant whose terms of office continued after the meeting
are:  Ruth M. Davis, Lloyd C. Elam, Clifford J. Grum, Joe E. Lee,
Bob Marbut and David R. Parker.


Item 6.  Exhibits and Reports on Form 8-K 
 
         (a)  Exhibits (numbered in accordance with Item 601 of 
              Regulation S-K) 

              (27) A Financial Data Schedule for the second quarter  
                   of 1998 is filed as an exhibit to this report. 

         (b)  Reports on Form 8-K 
 
              During the quarter, the Registrant did not file any 
              current reports on Form 8-K. 

<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 P. O'Neill, Jr.
                                        ---------------------------- 
                                        Senior Vice President,    
                                         and Chief Financial Officer
                                              
 
 
 
 
                                     By:  Michael S. Poteshman
                                        ------------------------- 
                                          Vice President 
                                           and Controller
                                                
                     
 
 
 
 
Orlando, Florida    
 
August 11, 1998 

<PAGE> 

</TABLE>

<TABLE> <S> <C>
 
<ARTICLE>          5 
<LEGEND> 
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
TUPPERWARE CORPORATION'S SECOND QUARTER 1998 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-26-1998 
<PERIOD-START>                             DEC-28-1997 
<PERIOD-END>                               JUN-27-1998                              
<CASH>                                          16,900 
<SECURITIES>                                         0 
<RECEIVABLES>                                  133,500 
<ALLOWANCES>                                    35,400 
<INVENTORY>                                    173,000 
<CURRENT-ASSETS>                               390,000 
<PP&E>                                         951,600 
<DEPRECIATION>                                 673,400 
<TOTAL-ASSETS>                                 817,500 
<CURRENT-LIABILITIES>                          295,400 
<BONDS>                                        292,000 
                                0 
                                          0 
<COMMON>                                           600 
<OTHER-SE>                                     137,600 
<TOTAL-LIABILITY-AND-EQUITY>                   817,500 
<SALES>                                        551,700 
<TOTAL-REVENUES>                               551,700 
<CGS>                                          204,700 
<TOTAL-COSTS>                                  204,700 
<OTHER-EXPENSES>                                 1,900 
<LOSS-PROVISION>                                 5,400 
<INTEREST-EXPENSE>                              10,600 
<INCOME-PRETAX>                                 50,800 
<INCOME-TAX>                                    12,400 
<INCOME-CONTINUING>                             38,400 
<DISCONTINUED>                                       0 
<EXTRAORDINARY>                                      0 
<CHANGES>                                            0 
<NET-INCOME>                                    38,400 
<EPS-PRIMARY>                                     0.65 
<EPS-DILUTED>                                     0.65 

</TABLE>


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