S-8

  

As filed with the Securities and Exchange Commission on September 3, 1997. 
Registration Number ------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GENERAL HOUSEWARES CORP.
(Exact name of issuer as specified in its charter)

Delaware                                            41-0919772
(State or other jurisdiction of                     I.R.S. Employer
incorporation or organization)                      Identification No.)

1536 Beech Street                                   47804
Terre Haute, Indiana                                (Zip Code)
(Address of Principal Executive Offices)

1997 KEY EMPLOYEES' INCENTIVE STOCK PLAN FOR
GENERAL HOUSEWARES CORP. AND SUBSIDIARIES
(Full Title of the Plan)


Raymond J. Kulla, Esq.
Secretary and General Counsel
General Housewares Corp.
1536 Beech Street
Terre Haute, IN  47804
(Name and Address of agent for service)

(812) 232-1000
(Telephone number, including area code,
of agent for service)

CALCULATION OF REGISTRATION FEE
                           Proposed     Proposed
Title of                   Maximum      Maximum
Securities   Amount        Offering     Aggregate     Amount of
to be        to be         Price Per    Offering      Registration
Registered   Registered(1) Share(2)     Price(2)      Fee

Common Stock,
par value
$.33-1/3     300,000
per share    shares        $9.125       $2,737,500    $829.55

(1)  Based upon the maximum number of shares that may be issued by the
Registrant pursuant to the 1997 Key Employees' Incentive Stock Plan.  Any
additional shares of Registrant's Common Stock to be issued as a result of
stock dividends, stock splits or similar transactions shall be covered by this
Registration Statement as provided in Rule 416.

(2)  Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated pursuant to Rule 457(h) under the Securities
Act of 1933, as amended, based upon the average of the high and low prices of
Registrant's Common Stock on August 12, 1997 for New York Stock Exchange
Composite Transactions.
  
PART I  
  
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS  
  
The document(s) containing information specified by Part I of this Form S-8  
Registration Statement (the "Registration Statement") will be sent or given to  
participants in the 1997 Key  Employees' Incentive Stock Plan for General  
Housewares Corp. and Subsidiaries (the "Plan") as specified in Rule 428 (b)(1)  
promulgated by the Securities and Exchange Commission (the "Commission") under 

the Securities Act of 1933, as amended (the "1933 Act").  Such document(s) are  
not being filed with the Commission but constitute (along with the documents  
incorporated by reference into the Registration Statement pursuant to Item 3  
of Part II hereof), a prospectus that meets the requirements of Section 10(a)  
of the 1933 Act.  
  
PART II  
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  
  
Item 3.Incorporation of Documents by Reference.  
  
The following documents filed with the Securities and Exchange Commission (the  
"Commission") by the Registrant (File No. 1-7117) pursuant to the Securities  
Exchange Act of 1934 (the "Exchange Act") are hereby incorporated by reference  
in this Registration Statement:  
  
1.  The Registrant's Annual Report on Form 10-K for the year ended December  
31, 1996;  
  
2.  The Registrant's Quarterly Reports on Form 10-Q for the quarters ended  
March 31, 1997 and June 30, 1997; and  
  
3.  The description of the Registrant's Common Stock, Purchase Rights and  
Preferred Stock filed as part of the Registrant's Current Report on Form 8-K  
dated February 17, 1989.  
  
All documents and reports subsequently filed by the Registrant pursuant to  
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of  
a post-effective amendment to the Registration Statement which indicates that  
all securities offered hereby have been sold, or which deregisters all such  
securities remaining unsold, shall be deemed to be incorporated by reference  
in this Registration Statement and to be a part hereof from the date of filing  
of such documents or reports.  
  
Item 4.  Description of Securities.  
  
Not applicable.  
  
Item 5.  Interests of Named Experts and Counsel.  
  
The validity of the Common Stock offered hereby has been passed upon for the  
Registrant by Raymond J. Kulla, Esq., Secretary and General Counsel of the  
Registrant, 1536 Beech Street, P.O. Box 4066, Terre Haute, Indiana  47804.   
Mr. Kulla beneficially owns less than 1% of the Common Stock of the  
Registrant.  
  
Item 6.  Indemnification of Directors and Officers.  
  
The Restated Certificate of Incorporation of the Registrant provides:  
  
"SEVENTH:  The Corporation shall indemnify each officer and director of the  
Corporation to the fullest extent permitted by applicable law, except as may  
be otherwise provided in the Corporation's By-laws, and in furtherance hereof  
the Board of Directors is expressly authorized to amend the Corporation's  
By-laws from time-to-time to give effect hereto, notwithstanding possible self  
interest of the Directors in the action being taken.  The modification or  
repeal of this Article Seventh shall not adversely affect the right to  
indemnification of any officer or director hereunder with respect to any act  
or omission occurring prior to such modification or repeal."  
  
"TENTH:  A Director of this Corporation shall under no circumstances have any  
personal liability to the Corporation or its stockholders for monetary damages  
for breach of fiduciary duty as a Director except for those specific breaches  
and acts or omissions with respect to which Delaware General Corporation Law  
expressly provides that this provision shall not eliminate or limit such  
personal liability of Directors.  The modification or repeal of this Article  
Tenth shall not affect the restriction hereunder of a Director's personal  
liability for any breach or act or omission occurring prior to such  
modification or repeal."  
  
Under Section 145 of the Delaware General Corporation Law, directors and  
officers, as well as other employees and individuals, may be indemnified  
against expenses (including attorneys' fees), judgments, fines, amounts paid  
in settlement in connection with specified actions, suits or proceedings,  
whether civil, criminal, administrative or investigative (other than an action  
by or in the right of the corporation - a "derivative action") of the  
corporation, and, with respect to criminal actions or proceedings, had no  
reasonable cause to believe their conduct was unlawful.  A similar standard of  
care is applicable in the case of derivative actions, except that  
indemnification only extends to expenses (including attorneys' fees) incurred  
in connection with the defense or settlement of such an action, and the  
Delaware General Corporation Law requires court approval before there can be  
any indemnification where the person seeking indemnification has been found  
liable to the corporation.  
  
Section 102(b)(7) of the DGCL provides that a certificate of incorporation may  
contain a provision eliminating or limiting the personal liability of a  
director to the corporation or its stockholders for monetary damages for  
breach of fiduciary duty as a director, provided that such provision shall not  
eliminate or limit the liability of a director (i) for any breach of the  
director's duty of loyalty to the corporation or its stockholders, (ii) for  
acts or omissions not in good faith or which involve intentional misconduct or  
a knowing violation of law, (iii) under Section 174 of the DGCL (relating to  
liability for unauthorized acquisition or redemption of, or dividends on,  
capital stock), or (iv) for any transaction from which the director derived an  
improper personal benefit.  
  
  
The directors and officers of the Company are insured under a directors and  
officers liability insurance policy with a policy limit of $10 million.  
  
Item 7.  Exemption from Registration Claimed.  
  
Not applicable.  
  
Item 8.  Exhibits.  
  
4.1   Restated Certificate of Incorporation, filed May 7, 1987 (filed as  
Exhibit 3 to the Company's Annual Report on Form 10-K for the year ended  
December 31, 1988, and incorporated herein by reference).  
  
4.2   By-laws as amended November 12, 1996 (filed as Form 8-K on December 4,  
1996, and incorporated herein by reference).  
  
4.3   1997 Key Employees' Incentive Stock Plan (incorporated by reference to  
the Company's Proxy Statement used for its Annual Meeting on May 13, 1997).  
  
5     Opinion of Raymond J. Kulla, Esq., Secretary and General Counsel of the   
 
      Registrant.  
  
23(a) Consent of Price Waterhouse.  
  
23(b) Consent of Raymond J. Kulla, Esq. (included in Exhibit 5 to this          
 
      Registration Statement).  
  
24    Power of Attorney  
  
Item 9.  Undertakings.  
  
(a)  The undersigned registrant hereby undertakes:  
  
(1)  To file, during any period in which offers or sales are being made, a  
post-effective amendment to this registration statement;  
  
(i)  To include any prospectus required by Section 10(a)(3) of the Securities  
Act of 1933;  
  
(ii)  To reflect in the prospectus any facts or events arising after the  
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,  
represent a fundamental change in the information set forth in the  
registration statement;  
  
(iii)  To include any material information with respect to the plan of  
distribution not previously disclosed in the registration statement or any  
material change to such information in the registration statement; provided,  
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the  
registration statement is on Form S-3, Form S-8, and the information required  
to be included in a post-effective amendment by those paragraphs is contained  
in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of  
the Securities Exchange Act of 1934 that are incorporated by reference in the  
registration statement.  
  
(2)  That, for the purpose of determining any liability under the Securities  
Act of 1933, each such post-effective amendment shall be deemed to be a new  
registration statement relating to the securities offered therein, and the  
offering of such securities at that time shall be deemed to be the initial  
bona fide offering thereof.  
  
(3)  To remove from registration by means of a post-effective amendment any of  
the securities being registered which remain unsold at the termination of the  
offering.  
  
(b)  The undersigned registrant hereby undertakes that, for purposes of  
determining any liability under the Securities Act of 1933, each filing of the  
registrant's annual report pursuant to Section 13(a) or 15(d) of the  
Securities Exchange Act of 1934 (and, where applicable, each filing of any  
employee benefit plan's annual report pursuant to Section 15(d) of the  
Securities Exchange Act of 1934) that is incorporated by reference in the  
registration statement shall be deemed to be a new registration statement  
relating to the securities offered herein, and the offering of such securities  
at that time shall be deemed to be the initial bona fide offering thereof.  
  
  
(h)  Insofar as indemnification for liabilities arising under the Securities  
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions, or otherwise, the  
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the  
Act and is, therefore, unenforceable.  In the event that a claim for  
indemnification against such liabilities (other than the payment by the  
registrant of expenses incurred or paid by a director, officer or controlling  
person of the registrant in the successful defense of any action, suit or  
proceeding) is asserted by such director, officer or controlling person in  
connection with the securities being registered, the registrant will, unless  
in the opinion of its counsel the matter has been settled by controlling  
precedent, submit to a court of appropriate jurisdiction the question whether  
such indemnification by it is against public policy as expressed in the Act  
and will be governed by the final adjudication of such issue.  
  
SIGNATURES  
  
The Registrant.  Pursuant to the requirements of the Securities Act of 1933,  
the registrant certifies that it has reasonable grounds to believe that it  
meets all of the requirements for filing on Form S-8 and has duly caused this  
Registration Statement to be signed on its behalf by the undersigned,  
thereunto duly authorized, in the City of Terre Haute, State of Indiana, on  
August 12, 1997.  
  
GENERAL HOUSEWARES CORP.  
(Registrant)  
  
By /s/ Paul A. Saxton  
Name:  Paul A. Saxton  
Title: Chairman, President and Chief Executive Officer  

EX-24

  
  
POWER OF ATTORNEY  
  
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  
constitutes and appoints Paul A. Saxton, Robert L. Gray and Raymond J. Kulla  
and each of them severally, his true and lawful attorneys-in-fact and agents,  
with full power of substitution and resubstitution, for him and in his name,  
place and stead, in any and all capacities, to sign any and all amendments  
(including post-effective amendments) to this registration statement, and to  
file the same, with all exhibits thereto, and other documents in connection  
therewith, with the Securities and Exchange Commission, granting unto said  
attorneys-in-fact and agents, and each of them, full power and authority to do  
and perform each and every act and thing requisite or necessary to be done in  
and about the premises, as fully to all intents and purposes as he might or  
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or either of them, or their or his substitute or  
substitutes, may lawfully do or cause to be done by virtue hereof.  
  
Pursuant to the requirements of the Securities Act of 1933, this Registration  
Statement has been signed by the following persons in the capacities and on  
the dates indicated.  
  
SIGNATURE                             TITLE                           DATE  
  
/s/ Paul A. Saxton                    Chairman, President,            8-12-97  
                                      Chief Executive Officer  
                                      and Director  
                                      (Principal Executive Officer)  
  
/s/ Robert L. Gray                    Vice President, Treasurer       8-12-97  
                                      and Chief Financial Officer  
                                      (Principal Financial Officer)  
  
/s/  Mark S. Scales                   Vice President and Controller   8-12-97  
                                      (Principal Accounting Officer)  
  
/s/  Thomas G. Belot                  Director                        8-12-97  
  
/s/  Charles E. Bradley               Director                        8-12-97  
  
/s/  John S. Crowley                  Director                        8-12-97  
  
/s/  Thomas L. Francis                Director                        8-12-97  
  
/s/  Joseph Hinsey IV                 Director                        8-12-97  
  
/s/  Richard E. Lundin                Director                        8-12-97  
  
/s/  Ann Manix                        Director                        8-12-97  
  
/s/  Phillip A. Ranney                Director                        8-12-97  

EX-5

  
  
August 12, 1997  
  
  
General Housewares Corp.  
1536 Beech Street  
Terre Haute, IN  47804  
  
Gentlemen:  
  
You have requested my opinion in connection with the Registration Statement on  
Form S-8 (the "Registration Statement") of General Housewares Corp., a  
Delaware corporation (the "Company"), relating to the registration of up to  
300,000 shares of the Company's Common Stock, $.33 1/3 par value (the "Common 

Stock"), to be issued under the 1997 Key Employees' Incentive Stock Plan for  
General Housewares Corp. and Subsidiaries (the "Plan").  In connection with  
your request, I have made such examination of the corporate records and  
proceedings of the Company and considered such questions of law and taken such  
further action as I deemed necessary or appropriate to enable me to render  
this opinion.  
  
Based upon such examination, I am of the opinion that, upon issuance and/or  
sale of the Common Stock as contemplated by the Plan, and when the Company has 

complied with the Securities Act of 1933, as amended, the Common Stock will be  
validly issued, fully paid and nonassessable.  
  
This opinion letter is limited to the current federal laws of the United  
States and the current internal laws of the state of Delaware (without giving  
effect to any conflict of law principles thereof) and I have not considered,  
and express no opinion on, the laws of any other jurisdiction.  This opinion  
letter is dated and speaks as of the date of delivery.  I have no obligation  
to advise you or any third parties of changes in law or fact that may  
hereafter occur or come to my attention, even though the legal analysis or  
legal conclusions contained in this opinion letter may be affected by such  
changes.  
  
I consent to the filing of this opinion as Exhibit 5 to the Registration  
Statement.  
  
Very truly yours,  
  
/s/ Raymond J. Kulla  
Vice President, Secretary and  
General Counsel  

EX-23

  
  
CONSENT OF INDEPENDENT ACCOUNTANTS  
 
We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated January 31, 1997, which appears on 
page 19 of the 1996 Annual Report of General Housewares Corp., which is 
incorporated by reference in the General Housewares Corp. Annual Report on 
Form 10-K for the year ended December 31, 1996.  We also consent to this 
incorporation by reference of our report on the Financial Statement 
Schedules, which appears on page 13 of such Annual Report on Form 10-K. 
 
 
Price Waterhouse  
August 28, 1997