8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):  January 10, 1996



                               KERR GROUP, INC.               
           (Exact Name of Registrant as specified in its Charter)



         DELAWARE                         1-7272                95-0898810
(State or other jurisdiction       (Commission File No.)     (I.R.S. Employer
      of corporation)                                       Identification No.)


1840 CENTURY PARK EAST, LOS ANGELES, CALIFORNIA                    90067
(Address of Principal Executive Office)                         (Zip Code)


Registrant's telephone number, including area code:   (310) 556-2200

                                NOT APPLICABLE                       
         (Former name or former address, if changed since last report)
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ITEM 5.  OTHER EVENTS.

         On January 10, 1996, Kerr Group, Inc., a Delaware corporation (the
"Registrant"), announced that it had entered into an amended and restated loan
agreement with The First National Bank of Boston.  The new terms amend the
existing $6,500,000 facility and provide the Registrant with an additional
$3,500,000 to be used for working capital purposes.  The additional financing
is secured by certain equipment.  The entire loan matures on April 15, 1996 or
earlier if the Registrant is acquired.  In connection with the new loan, the
Registrant obtained waivers of certain financial covenants from its other
lenders through March 30, 1996 and amended certain terms of its note agreements
relating to Registrant's 9.45% Series A Senior Notes in the principal amount of
$41,000,000 and 8.99% Series B Senior Notes in the principal amount of
$9,000,000.  The amendments provide for mandatory prepayment of the notes in
the event Registrant is acquired.  On January 10, 1996, the Registrant issued a
press release relating to the foregoing, a copy of which is attached hereto as
Exhibit 1 and incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)     Exhibits:

                 Exhibit 1        Text of Press Release issued by Kerr Group,
                                  Inc., dated January 10, 1996.
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                                   SIGNATURES

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

                                        KERR GROUP, INC.




Dated: January 11, 1996                 By: /s/   D. Gordon Strickland 
                                            --------------------------------
                                            D. Gordon Strickland
                                            Senior Vice President and
                                            Chief Financial Officer
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                                 EXHIBIT INDEX

 Exhibit No.          Description                                  Page
 -----------          -----------                                  ----

     1                Text of Press Release issued by Kerr           5
                      Group, Inc., dated January 10, 1996.

EX-1

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                                   EXHIBIT 1
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                                                           FOR IMMEDIATE RELEASE



               KERR ANNOUNCES AMENDED AND RESTATED LOAN AGREEMENT


         LOS ANGELES, CALIFORNIA (January 10, 1996) -- Kerr Group, Inc. (NYSE:
KGM) announced today that it has entered into an amended and restated loan
agreement with The First National Bank of Boston.  The new terms amend the
existing $6,500,000 facility and provide Kerr with an additional $3,500,000,
which is to be used for working capital purposes.  The additional $3,500,000 is
secured by certain equipment.  The entire loan matures on April 15, 1996 or
earlier if Kerr is acquired.

         In connection with the new loan, Kerr obtained waivers of certain
financial covenants from its other lenders through March 30, 1996, and amended
certain terms of its note agreements relating to Kerr's 9.45% Series A Senior
Notes in the principal amount of $41,000,000 and 8.99% Series B Senior Notes in
the principal amount of $9,000,000.  The amendments provide for a mandatory
prepayment of the notes in the event Kerr is acquired.
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                                     - 2 -

         As previously announced, the Company retained Lehman Brothers to
review strategic alternatives to maximize shareholder value, including the sale
of certain assets or all of the Company.  This process is proceeding.  No
assurance can be given that any transaction will be proposed or, if proposed,
that the terms of any such transaction will be acceptable to the Company or to
its stockholders.

         Kerr, headquartered in Los Angeles, is a major producer of plastic
packaging products and home canning supplies.


                                     # # #




                          Company Contact: D. Gordon Strickland
                          Senior Vice President, Finance and
                               Chief Financial Officer
                          (310) 284-2585