STANHOME INC
10-Q, 1995-11-13
MISCELLANEOUS NONDURABLE GOODS
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                    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 quarterly period ended September 30, 1995

                                    OR
                                     
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ________ to _________.
                                     
                       Commission File Number 0-1349
                                     
                               Stanhome Inc.
___________________________________________________________________________
          (Exact name of registrant as specified in its charter)
                                     

            Massachusetts                                04-1864170
____________________________________                _______________________
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)


333 Western Avenue, Westfield, Massachusetts                01085
___________________________________________________________________________
    (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:         413-562-3631
___________________________________________________________________________


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 [_]


                                                September 30,

                                          1995            1994
                                          ____            ____

Shares Outstanding:

      Common Stock with
      Associated Rights                18,590,589      19,240,950



Total number of pages
                                                contained herein 23

                                                Index to Exhibits is
                                                on page 22

<PAGE>
<TABLE>
                      PART I.  FINANCIAL INFORMATION
                      ------------------------------
                               STANHOME INC.

                   CONSOLIDATED CONDENSED BALANCE SHEETS

                 SEPTEMBER 30, 1995 and DECEMBER 31, 1994
                                (Unaudited)
<CAPTION>
                                          September 30,     December 31,
                                              1995             1994
                                              ----             ----
<S>                                       <C>              <C>
ASSETS                                                     
                                                           
CURRENT ASSETS:                                            
                                                           
  Cash and certificates of deposit         $ 22,873,952     $ 19,349,839
                                                           
  Marketable securities, at cost (which                    
    approximates market value)                   14,358            2,000
                                                           
  Notes and accounts receivable, net        194,127,243      140,696,603
                                                           
  Inventories                               111,391,483      116,015,060
                                                           
  Prepaid advertising                        46,839,308       40,099,913
                                                           
  Other prepaid expenses                     10,061,968        6,513,723
                                           ------------     ------------
     Total current assets                   385,308,312      322,677,138
                                           ------------     ------------
                                                           
PROPERTY, PLANT AND EQUIPMENT, at cost      131,310,196      125,995,626
                                                           
  Less - Accumulated depreciation and                      
           amortization                      72,305,293       68,036,607
                                           ------------     ------------
                                             59,004,903       57,959,019
                                           ------------     ------------
OTHER ASSETS:                                              
                                                           
  Goodwill and other intangibles, net       121,819,191      121,586,984
  Other                                      10,469,706        9,899,491
                                           ------------     ------------
                                            132,288,897      131,486,475
                                           ------------     ------------
                                           $576,602,112     $512,122,632
                                           ============     ============
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>




                                   -2-
<PAGE>
<TABLE>
                               STANHOME INC.

                   CONSOLIDATED CONDENSED BALANCE SHEETS

                 SEPTEMBER 30, 1995 and DECEMBER 31, 1994
                                (Unaudited)
<CAPTION>
                                            September 30,      December 31,
                                                1995              1994
                                                ----              ----
<S>                                        <C>               <C>
LIABILITIES AND SHAREHOLDERS' EQUITY                         
                                                             
CURRENT LIABILITIES:                                         
                                                             
  Notes and loans payable                   $125,866,234      $ 39,022,890
                                                             
  Accounts payable                            58,022,253        63,072,000
                                                             
  Federal, state and foreign taxes                           
    on income                                 26,931,395        37,062,510
                                                             
  Accrued expenses--                                         
    Payroll and commissions                   18,048,653        17,423,516
    Royalties                                  9,589,899         7,974,606
    Vacation, sick and                                       
     postretirement benefits                   8,635,958         9,435,495
    Pensions and profit sharing                7,112,812         9,055,259
    Other                                     31,900,093        37,171,244
                                            ------------      ------------
     Total current liabilities               286,107,297       220,217,520
                                            ------------      ------------
LONG-TERM LIABILITIES:                                       
  Foreign employee severance obligations      12,280,071        13,207,097
  Pensions                                     9,988,870         9,302,239
                                            ------------      ------------
     Total long-term liabilities              22,268,941        22,509,336
                                            ------------      ------------
SHAREHOLDERS' EQUITY                                         
  Common stock                                 3,153,530         3,153,530
  Capital in excess of par value              39,388,627        37,376,690
  Retained earnings                          377,495,105       362,946,840
  Cumulative translation adjustments       (  26,343,074)    (  27,660,727)
                                            ------------      ------------
                                             393,694,188       375,816,333
  Less - Shares held in                                      
   treasury, at cost                         125,468,314       106,420,557
                                            ------------      ------------
     Total shareholders' equity              268,225,874       269,395,776
                                            ------------      ------------
                                            $576,602,112      $512,122,632
                                            ============      ============
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>

                                      -3-
<PAGE>
<TABLE>
                               STANHOME INC.

                CONSOLIDATED CONDENSED STATEMENTS OF INCOME

      FOR THE QUARTERS ENDED SEPTEMBER 30, 1995 and 1994 (Unaudited)


<CAPTION>
                                              1995             1994
                                              ----             ----
<S>                                      <C>              <C>
NET SALES                                 $205,706,026     $193,255,053
                                                          
COST OF SALES                               92,267,826       85,032,087
                                          ------------     ------------
GROSS PROFIT                               113,438,200      108,222,966
                                                          
SELLING, GENERAL AND ADMINISTRATIVE                       
  EXPENSE                                   90,037,720       86,244,463
                                          ------------     ------------
OPERATING PROFIT                            23,400,480       21,978,503
  Interest expense                       (   1,928,605)   (     209,719)
  Other income, net                      (     744,444)         936,331
                                          ------------     ------------
INCOME BEFORE INCOME TAXES                  20,727,431       22,705,115
                                                          
  Income taxes                               8,859,754        9,587,971
                                          ------------     ------------
NET INCOME                                $ 11,867,677     $ 13,117,144
                                          ============     ============
                                                          
EARNINGS PER COMMON SHARE,                                
  Primary and fully diluted                      $ .63            $ .67

















<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>



                                   -4-
<PAGE>
<TABLE>
                               STANHOME INC.

     CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS

     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 and 1994 (Unaudited)

<CAPTION>
                                            1995              1994
                                            ----              ----
<S>                                    <C>               <C>
NET SALES                               $600,064,554      $553,616,075
                                                         
COST OF SALES                            258,261,290       229,323,679
                                        ------------      ------------
GROSS PROFIT                             341,803,264       324,292,396
                                                         
SELLING, GENERAL AND ADMINISTRATIVE                      
  EXPENSE                                281,631,069       266,500,132
                                        ------------      ------------
OPERATING PROFIT                          60,172,195        57,792,264
  Interest expense                     (   5,207,637)    (     513,583)
  Other income, net                    (   1,340,622)        2,123,646
                                        ------------      ------------
INCOME BEFORE INCOME TAXES                53,623,936        59,402,327
                                                         
  Income taxes                            24,136,822        26,543,970
                                        ------------      ------------
NET INCOME                                29,487,114        32,858,357
                                                         
RETAINED EARNINGS, beginning                             
  of period                              362,946,840       338,753,939
                                                         
  Cash dividends, $.795 per share                        
    in 1995 and $.765 per share                          
    in 1994                            (  14,938,849)    (  14,797,122)
                                        ------------      ------------
RETAINED EARNINGS, end of period        $377,495,105      $356,815,174
                                        ============      ============
                                                         
EARNINGS PER COMMON SHARE:                               
  Primary                                      $1.56             $1.68
  Fully diluted                                $1.55             $1.67
                                                         






<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>




                                    -5-
<PAGE>
<TABLE>
                               STANHOME INC.

              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 and 1994 (Unaudited)

<CAPTION>
                                                 1995           1994
                                                 ----           ----
<S>                                          <C>            <C>
OPERATING ACTIVITIES:                                       
  Net cash used by operating activities      ($42,613,521)  ($12,625,636)
                                              -----------    -----------
INVESTING ACTIVITIES:                                       
  Purchase of property, plant                               
   and equipment                             (  8,380,613)  (  4,503,887)
  Payments for acquisitions                  (  1,402,840)  ( 12,978,935)
  Proceeds from sale of property,                           
   plant and equipment                          1,274,098      2,265,461
  Other, principally marketable                             
   securities                                (     12,165)  ( 12,610,392)
                                              -----------    -----------
  Net cash used by investing activities      (  8,521,520)  ( 27,827,753)
                                              -----------    -----------
FINANCING ACTIVITIES:                                       
  Cash dividends                             ( 14,938,849)  ( 14,797,122)
  Exchanges and purchases of common stock    ( 19,438,450)  (  9,534,403)
  Notes and loans payable                      86,421,953     18,411,727
  Exercise of stock options                     2,026,183      3,313,800
  Other common stock issuance                     376,447        284,131
                                              -----------    -----------
  Net cash provided/(used) by                               
   financing activities                        54,447,284   (  2,321,867)
                                              -----------    -----------
  Effect of exchange rate changes on                        
   cash and cash equivalents                      211,870        579,394
                                              -----------    -----------
  Increase/(decrease) in cash and                           
   cash equivalents                             3,524,113   ( 42,195,862)
  Cash and cash equivalents,                                
   beginning of year                           19,349,839     53,333,754
                                              -----------    -----------
  Cash and cash equivalents,                                
   end of quarter                             $22,873,952    $11,137,892
                                              ===========    ===========
                                                            
SUPPLEMENTAL CASH FLOW DATA                                 
  Cash paid for:                                            
    Interest                                  $ 4,926,419    $   564,036
    Income taxes                              $34,296,980    $15,655,020
                                                            
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>


                                    -6-
<PAGE>
                               STANHOME INC.

           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     The consolidated condensed financial statements and related notes

included herein have been prepared by the Company, without audit except for

the December 31, 1994 condensed balance sheet, which was derived from the

Annual Report on Form 10-K, pursuant to the rules and regulations of the

Securities and Exchange Commission.  Certain information and footnote

disclosures normally included in financial statements prepared in

accordance with generally accepted accounting principles have been

condensed or omitted pursuant to such rules and regulations, although the

Company believes that the disclosures are adequate to make the information

presented not misleading.  The information furnished reflects all normal

recurring adjustments which are, in the opinion of management, necessary to

a fair statement of the results for the interim periods.  It is suggested

that these condensed financial statements be read in conjunction with the

financial statements and related notes to consolidated financial statements

included in the Company's Annual Report on Form 10-K for the year ended

December 31, 1994.

1.  ACCOUNTING POLICIES:

     The Company's financial statements for the three and nine months ended

September 30, 1995 have been prepared in accordance with the accounting

policies described in Note 1 to the December 31, 1994 consolidated

financial statements included in the Company's 1994 Annual Report on Form

10-K.  Marketable securities with maturities of three months or less are

considered to be cash equivalents but there were none at September 30, 1995

and December 31, 1994.  The cash flows' cash and cash equivalents at

September 30, 1995 are equal to the cash and certificates of deposit on the

September 30, 1995 balance sheet.  Notes and accounts receivable were net

                                    -7-

<PAGE>

of allowance for doubtful accounts of $18,431,000 at September 30, 1995 and

$15,249,000 at December 31, 1994.

     The Company recognizes revenue as merchandise is turned over to the

shipper.



2.  INVENTORY CLASSES:

     The major classes of inventories at September 30 and December 31

were as follows (in thousands):

                                           September 30,    December 3l,

                                               1995            1994
                                               ----            ----
     Raw materials and supplies             $  8,018        $  7,071
     Work in process                           1,166             818
     Finished goods in transit                12,790           9,949
     Finished goods                           89,418          98,177
                                            --------        --------
                                            $111,392        $116,015
                                            ========        ========
3.  OTHER INCOME, NET:

     Other income, net for the quarters and nine months ended September

30, 1995 and 1994 consists of the following (in thousands):

                                           Quarters Ended September 30

                                           ---------------------------
                                               1995             1994
                                               ----             ----
     Interest income                          $  613           $  918
     Other assets amortization               ( 1,045)         (   594)
     Other items, net                        (   313)             613
                                              ------           ------
                                             ($  745)          $  937
                                              ======           ======

                                           Nine Months Ended September 30
                                           ------------------------------
                                               1995             1994
                                               ----             ----
     Interest income                          $2,119           $2,888
     Other assets amortization               ( 3,062)         ( 1,796)
     Other items, net                        (   398)           1,032
                                              ------           ------
                                             ($1,341)          $2,124
                                              ======           ======
                                     -8-

<PAGE>

4.  EARNINGS PER COMMON SHARE (BASIS OF CALCULATION):

     Earnings per common share are based on the average number of

common shares outstanding and common share equivalents for the periods

covered.  For the third quarters of 1995 and 1994, there were no

differences in earnings per share between primary and fully diluted

earnings per share computations.  There were slight differences for the

nine months ended September 30, 1995 and 1994 where 18,888,161 shares

for 1995 and 19,596,767 shares for 1994 were utilized as the average

number of shares for the primary computations, including common share

equivalents of 40,345 and 241,097 for 1995 and 1994, respectively.  For

the third quarter, the average number of shares utilized in the fully

diluted computation was 18,840,554 and 19,513,969 shares for 1995 and

1994, respectively.  The average number of shares utilized in the fully

diluted computation for the nine months ended September 30 was

18,984,314 for 1995 and 19,618,973 for 1994.  Both 1995 fully diluted

computations included common share equivalents of 136,498 and both 1994

fully diluted computations included common share equivalents of

263,303.  The lower average number of shares for the third quarter and

first nine months of 1995 primarily resulted from the repurchase of

shares as part of the Company's repurchase program.



5.  FINANCIAL INSTRUMENTS:

     The Company enters into various short-term foreign exchange

agreements during the year, all of which are held for purposes other than

trading.  The purpose of the Company's foreign currency hedging activities

is to reduce the risk that the eventual settlement of foreign currency

transactions will be adversely affected by changes in exchange rates.  The



                                    -9-

<PAGE>

Company's various subsidiaries import products in foreign currencies and

from time to time will enter into agreements or build foreign currency

deposits as a partial hedge against currency fluctuations on inventory

purchases.  Gains and losses on these agreements are deferred and recorded

as a component of cost of sales when the related inventory is sold.  At

September 30, 1995, there were no open inventory purchase agreements and

deferred amounts were not material.  The Company makes short-term foreign

currency intercompany loans to various international subsidiaries and

utilizes agreements to fully hedge these transactions against currency

fluctuations.  The cost of these agreements is included in the interest

charged to the subsidiaries and expensed monthly as the interest is

accrued.  The intercompany interest eliminates upon consolidation and any

gains and losses on the agreements are recorded as a component of other

income.  The Company receives dividends, technical service fees, royalties

and other payments from its subsidiaries and licensees.  From time to time,

the Company will enter into foreign currency forward agreements as a

partial hedge against currency fluctuations on these current receivables.

Gains and losses are recognized or the credit or debit offsets the foreign

currency payables.  As of September 30, 1995, net deferred amounts on

outstanding agreements were not material and all current agreements have

expiration dates in 1995.  The outstanding agreement amounts (notional

value) at September 30, 1995, are as follows (in thousands):


                   Canada                 $ 6,707
                   Germany                  4,509
                   Italy                    1,561
                   France                   1,225
                   U.S.                       250
                                          -------
                   Total                  $14,252
                                          =======


                                   -10-

<PAGE>

6.  LICENSE AGREEMENT:

     In January 1995, the Company entered into an agreement with a third

party to license the domestic operations of its Worldwide Direct Selling

Group.  The business licensed, known as Stanley Home Products ("SHP"),

marketed home care, personal care and cosmetic items to consumers through

direct selling programs.  The agreement calls for the third party to

license the trademarks and formulas of SHP for use in the U.S., Puerto Rico

and Canada, and remit to the Company royalties based on sales of the

related products.  The licensed areas recorded net sales of approximately

$9 million and $28 million in the third quarter and first nine months of

1994, respectively, and operating losses of approximately $.8 million and

$1.9 million in the third quarter and first nine months of 1994,

respectively.  These sales represented approximately 17% of the Worldwide

Direct Selling Group's first nine months 1994 net sales and 5% of the

Company's consolidated net sales for the same period.

      The transfer of the businesses was completed in the second quarter of

1995.  In connection with this agreement, the Company closed administrative

and distribution facilities in the U.S. and Puerto Rico during the first

quarter of 1995.  Management believes that the total costs to exit the SHP

operations, including employee severance benefits, will be offset in 1995

by a comparable amount of gains, approximately $6 million, net, primarily

from the sale of SHP's distribution facilities.  The costs to exit the SHP

operations have not had and are not expected to have a material adverse

impact on the Company's future operating results or financial condition.









                                   -11-

<PAGE>

                               STANHOME INC.

             QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1995

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                         AND RESULTS OF OPERATIONS



     BUSINESS SEGMENTS of the Company's operations are summarized on Page

20.  A discussion and analysis of the segments follows:



GIFTWARE

     Giftware Group sales increased for the third quarter and first nine

months primarily due to unit volume growth from existing lines and from new

businesses acquired in 1994.  The new businesses accounted for 10% of the

third quarter 18% increase in sales and 10% of the year-to-date 24%

increase in sales.  Sales in the United States benefited from an expansion

of the Company's program of extended accounts receivable terms on Christmas

related merchandise.  This facilitated the shipment of Christmas related

orders sooner this year versus last year.  The extended accounts receivable

are not expected to have a material impact on bad debts.  Since the new

businesses acquired in 1994 recorded sales in the fourth quarter of 1994

and considering the impact of the Company's expanded credit program, the

rate of sales increase achieved for the first nine months is not expected

to be maintained during the fourth quarter of 1995.  International results

increased and, including the new businesses, international sales

represented 15% of year-to-date 1995 sales compared to 10% in 1994.  The

Precious Moments line represented 46% of total year-to-date sales in 1995

and 1994.  The Cherished Teddies line represented 13% of total year-to-date

sales in 1995 compared to 16% in 1994.  Operating profit for the third



                                   -12-

<PAGE>

quarter decreased as a percentage of sales compared to 1994 due to lower

margins from the new businesses.  Operating profit for the first nine

months increased as a percentage of sales compared to 1994, despite lower

margins from the new businesses, as a result of lower percentage of

selling, general and administrative expenses principally due to the

favorable impact of the sales increase on fixed costs.



DIRECT RESPONSE

     Direct Response Group sales increased in the third quarter and first

nine months due principally to unit volume growth in dolls and figurines.

International sales and operating losses increased for the quarter and year-

to-date.  International sales represented 10% of the first nine months

sales compared to 9% in 1994.  Year-to-date total Group doll sales

accounted for 32% of 1995 sales compared to 29% in 1994, while plate sales

accounted for 41% of sales in 1995 compared to 55% in 1994.  All other

categories of sales, which are primarily figurines, increased to 27% of

sales in 1995 compared to 16% in 1994.  Market conditions for the direct

response businesses for the Company's products continue to be soft and very

competitive with many product offerings and ads going against weakness in

consumer spending.  These conditions have significantly increased

advertising expense to 52% of sales in 1995 compared to 47% in 1994 due to

reduced response rates to ads, a significantly lower success rate for

product introductions which have increased over 1994, and a resistance by

customers to higher prices.  Additionally, product returns and bad debts on

installment billing programs have increased.  Reflecting these poor market

conditions combined with postage, paper and advertising rate increases, the

Group recorded an operating loss for the third quarter and first



                                   -13-

<PAGE>

nine months.  Some of the key management group have been replaced.  If the

market conditions do not improve, it is expected that the Group's operating

performance will not improve for the balance of the year.



DIRECT SELLING

     Comparable Direct Selling results for the third quarter and first

nine months excluding the United States and Puerto Rico operations, which

in 1995 have been licensed to a third party, are as follows:

                                     Third Quarter

                                     -------------
                               1995       1994     % Change
                               ----       ----     --------
                                                   
       Sales                 $ 33,715   $ 34,788     (  3)
       Operating profit         1,739      1,090       60


                                    First Nine Months
                                    -----------------
                               1995       1994     % Change
                               ----       ----     --------
                                                   
       Sales                 $133,588   $140,762     (  5)
       Operating profit        13,074     15,474     ( 16)


     European sales for the quarter and first nine months were level with

1994,  and represented 88% of total 1995 year-to-date sales.  Operating

profit, compared to 1994, increased 184% for the seasonally slow third

quarter on a small base due to lower selling and marketing expenses but

decreased 10% for the first nine months, and represented 90% of total year-

to-date 1995 operating profit.  For the quarter and year-to-date, sales

decreased in Italy and higher year-to-date selling, general and

administrative expenses in Italy reduced operating margins.  First nine

months 1995 European local currency sales and operating profit translated



                                   -14-

<PAGE>

at 1994 average exchange rates would have resulted in a 5% sales decrease

and a 14% operating profit decrease.  Sales for the Mexican and Venezuelan

group decreased 20% and 35%, respectively, for the third quarter and first

nine months resulting primarily from the devaluation of the Mexican peso

compared to 1994.  The group's third quarter and year-to-date operating

profit decreased 12% and 47%, respectively, due to the peso devaluation

and the resulting unfavorable economic impact.  The United States and

Puerto Rico direct selling operations in 1995 have been assumed by a third

party.  The assets of these businesses, not assumed by the third party,

have been and are being disposed during 1995 and, as of September 30,

1995, amounted to $3.2 million in inventories and $1.3 million of net

property plant and equipment.  The severance and other exit costs are

expected to approximate $6 million, which should be offset by gains on the

sale of assets of the business.


     GENERAL CORPORATE EXPENSE increased for the quarter and first nine

months due to higher compensation, benefits and general expenses

consistent with the Company programs.


INTERNATIONAL ECONOMIES AND CURRENCY

     The Latin American operations in Mexico and Venezuela have experienced

highly inflationary economies with rapidly changing prices in local

currencies.  These conditions, with the resulting adverse impact on local

economies, have made it difficult for operations in these locations to

achieve consistent adequate operating margins.  In addition, the

strengthening of the dollar versus Latin American currencies has resulted

in lower U.S. dollar results for these operations.  European operations



                                   -15-

<PAGE>

were favorably impacted by higher currency translation rates in 1995

compared to 1994.  The value of the U.S. dollar versus international

currencies where the Company conducts business will continue to impact the

future results of these businesses.  In addition to the currency risks, the

Company's international operations, including sources of imported products,

are subject to other risks of doing business abroad, including import or

export restrictions and changes in economic and political climates.

     The fluctuations in net sales and operating profit margins from

quarter to quarter are partially due to the seasonal characteristics of the

Company's business segments.



INTEREST EXPENSE AND OTHER INCOME, NET

     Net interest expense increased due to higher borrowing levels

principally for the 1994 acquisitions and the stock buy back program.

Other assets amortization of goodwill increased due to the impact from the

1994 acquisitions.  The year-to-date amortization for Giftware in 1995 was

$2.6 million compared to $1.3 million in 1994 and the amortization for

Direct Response was $.5 million in 1995 and $.5 million in 1994.  Year-to-

date other income, net last year includes $1.2 million in gains on the

sale of distribution centers in the U.S. and Puerto Rico.



     THE EFFECTIVE TAX RATE year-to-date of 45% was the same as 1994

despite international rate increases, and higher non deductible goodwill

in 1995.  This was due principally to earnings mix with a lower ratio of

foreign income to United States income, which has a lower rate.







                                   -16-

<PAGE>

FINANCIAL CONDITION

     The Company has historically satisfied its capital requirements with

internally generated funds and short-term loans.  Working capital

requirements have seasonal variations during the year and are generally

greatest during the third quarter.

     The major sources of funds from operating activities in the first

nine months of 1995 were from net income, depreciation, amortization and

lower inventory levels.  The major uses were increased accounts receivable

which increased due to the higher sales volume and marketing programs

(particularly the expansion of the Company's Giftware program of extended

accounts receivable terms on Christmas related merchandise); increased

prepaid expenses from higher advertising in direct response; lower

accounts payable and accrued expenses due principally to timing and the

payment of year end payrolls and benefits; and lower accrued taxes due to

timing of payments.  The first nine months 1995 working capital increases

in receivables, inventories and prepaids compared to 1994 reflect

increases to support higher levels of sales.

     The major uses of cash in investing activities in the first nine

months of 1995 were for capital expenditures and payments related to

acquisition liabilities.  Capital expenditure commitments for $15 million

are forecasted for 1995.  Due to the Company's exit from the United States

direct selling business, the Company had for sale, as of September 30,

1995, four United States distribution facilities with a total appraised

value of approximately $6 million, net.  One of the facilities was sold

for $2.3 million, net in October.  The Company has an acquisition program,

and may utilize funds for this purpose in the future.  The Italian

subsidiary invests excess cash in short-term investments which change from



                                   -17-

<PAGE>

time to time based on availability and rates.  The level of changes of

marketable securities from period to period principally represents

investment alternatives versus certificates of deposit, time deposits, and

intercompany loans.

     The major uses of cash in financing activities were for dividends to

shareholders and purchases of common stock.  Purchases of common stock

principally included shares repurchased by the Company.  During the first

nine months this year, the Company repurchased 652,017 shares for

$19,350,000.  The Company has an authorized program to purchase shares of

stock for the Company treasury from time to time in the open market,

depending on market conditions, and may utilize funds for this purpose in

the future.  On June 6, 1995, the repurchase of up to 2,000,000 shares was

newly authorized and, at September 30, 1995, 1,745,000 shares remained

available for purchase under the program.  The Company's earnings, cash

flow, and available debt capacity have made and make stock repurchases, in

the Company's view, one of its best investment alternatives.  The major

source of funds for the seasonal working capital requirements, investing

activities and financing activities was an increase in borrowings, which

also increased due to reduced intercompany loans which fluctuate depending

on market condition rates.  Total stock options outstanding at the

exercise price amounted to $85 million at September 30, 1995 and the

Company could receive these funds in the future if the options are

exercised.

     In August 1995 the Company entered into a five year $200 million

multicurrency revolving credit agreement with various banks which can be

used for working capital, investing and financing activities.  The

agreement has an annual facility and agency fee as well as a margin

supplement for Eurocurrency rate loans where more than one third of the

                                   -18-

<PAGE>

commitment is utilized.  The agreement contains financial covenants that

include requirements, as defined, for minimum net worth, interest coverage

and maximum borrowings.  None of these covenants is expected to have an

adverse effect on the Company's ability to operate in the future.  The

Company currently believes that cash from operations and available

financing alternatives are adequate to meet anticipated requirements for

working capital, dividends, capital expenditures, the stock repurchase

program and other needs.

     Fluctuations in the value of the U.S. dollar versus international

currencies affect the U.S. dollar translation value of international

currency denominated balance sheet items.  The changes in the balance sheet

dollar values due to international currency translation fluctuations are

recorded as a component of shareholders' equity.  International currency

fluctuations of $1,318,000 reduced the cumulative translation component

which reduced the shareholders' equity decrease in the first nine months of

1995.  The translation adjustments to the balance sheet that produced the

1995 change in the cumulative translation component of shareholders' equity

were decreases in working capital by $64,000; increases in net property,

plant and equipment and other assets by $1,544,000; and increases in long-

term liabilities by $162,000.  The Company depends upon its international

operations to pay dividends and to make other payments to the Company. The

Company's international operations are subject to the risks of doing

business abroad including currency, economic and political.











                                   -19-


<PAGE>
<TABLE>




                                  STANHOME INC.

                 SALES AND OPERATING PROFIT BY BUSINESS SEGMENT

  FOR THE THIRD QUARTER AND FIRST NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                   (Unaudited)

                                 (In Thousands)

<CAPTION>
                                                Third Quarter                                 First Nine Months
                                       ------------------------------                 ----------------------------
- ---
                                        1995            1994         Percent           1995             1994         Percent
                                       Actual          Actual        Change           Actual           Actual        Change
                                       ------          ------        -------          ------           ------        -------
<S>                                  <C>             <C>             <C>            <C>              <C>            <C>
Net Sales:                                                                                                          
                                                                                                                    
  Giftware                            $138,150        $116,913         18%           $366,231         $294,685        24%
  Direct Response                       33,986          33,494          1             102,811           92,362        11
  Direct Selling                        33,715          43,535        (23)            133,588          168,632       (21)
  Eliminations                       (     145)      (     687)                     (   2,565)       (   2,063)     
                                      --------        --------                       --------         --------      
  Total Net Sales                     $205,706        $193,255          6%           $600,065         $553,616         8%
                                      ========        ========                       ========         ========      
                                                                                                                    
Operating Profit:                                                                                                   
                                                                                                                    
  Giftware                            $ 25,462        $ 21,851         17%           $ 56,874         $ 45,027        26%
  Direct Response                    (   1,290)          2,100                      (   2,158)           5,901      
  Direct Selling                         1,739             245        610              13,074           13,533       ( 3)
  Corporate                          (   2,511)      (   2,218)       (13)          (   7,618)       (   6,669)      (14)
                                      --------        --------                       --------         --------      
  Total Operating Profit              $ 23,400        $ 21,978          6%           $ 60,172         $ 57,792         4%
                                      ========        ========                       ========         ========      
</TABLE>







                                      -20-

<PAGE>

                        PART II. OTHER INFORMATION


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

      (a)         Exhibits

       -          Financial Data Schedule



      (b)         Reports on Form 8-K

                  No reports on Form 8-K were filed by the Company during
            the Quarter for which this report is filed.

All other items hereunder are omitted because either such item is
inapplicable or the response to it is negative.


                              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.

                              STANHOME INC.
                              (Registrant)



Date:  November 10, 1995      /s/ G. William Seawright
                              _____________________________________
                              G. William Seawright
                              President and Chief Executive Officer



Date:  November 10, 1995      /s/ Allan G. Keirstead
                              _____________________________________
                              Allan G. Keirstead
                              Chief Administrative and Financial
                              Officer

                                      -21-

<PAGE>

                               EXHIBIT INDEX
<TABLE>
<CAPTION>
                                     
Reg. S-K
Item 601             Exhibit                            10-Q Page No.
_________            _______                            _____________
<S>                  <C>                                      <C>

27                   Financial Data Schedule                  23




</TABLE>




                                      -22-


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                           <C>      <C>
<PERIOD-TYPE>                 9-MOS
<FISCAL-YEAR-END>                      DEC-31-1995
<PERIOD-END>                           SEP-30-1995
<CASH>                                  22,873,952
<SECURITIES>                                14,358
<RECEIVABLES>                          212,558,362
<ALLOWANCES>                            18,431,119
<INVENTORY>                            111,391,483
<CURRENT-ASSETS>                       385,308,312
<PP&E>                                 131,310,196
<DEPRECIATION>                          72,305,293
<TOTAL-ASSETS>                         576,602,112
<CURRENT-LIABILITIES>                  286,107,297
<BONDS>                                          0
                            0
                                      0
<COMMON>                                 3,153,530
<OTHER-SE>                             265,072,344
<TOTAL-LIABILITY-AND-EQUITY>           576,602,112
<SALES>                                600,064,554
<TOTAL-REVENUES>                       600,064,554
<CGS>                                  258,261,290
<TOTAL-COSTS>                          258,261,290
<OTHER-EXPENSES>                       278,448,764
<LOSS-PROVISION>                         3,182,305
<INTEREST-EXPENSE>                       5,207,637
<INCOME-PRETAX>                         53,623,936
<INCOME-TAX>                            24,136,822
<INCOME-CONTINUING>                     29,487,114
<DISCONTINUED>                                   0
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                            29,487,114
<EPS-PRIMARY>                                 1.56
<EPS-DILUTED>                                 1.55
        



</TABLE>


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