~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CURRENT~~Date ~~REPORT~~of ~~PURSUANT TO~~Report ~~SECTION 13 OR 15~~(D)Date OFof ~~THE~~earliest ~~SECURITIES~~event ~~EXCHANGE~~reported): ~~ACT~~August 16, ~~OF 1934~~2005

~~Date~~HOME ofPRODUCTS ~~Report (Date of earliest event reported): May 26~~INTERNATIONAL, ~~2005~~INC.

~~HOME~~(Exact ~~PRODUCTS~~name ~~INTERNATIONAL,~~of ~~INC.~~Registrant as Specified in Its Charter)

(Exact name of Registrant as Specified in Its Charter)


Delaware	0-17237	36-4147027

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4501 West 47^th Street
Chicago, IL 60632

Delaware		0-17237		36-4147027
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Address of principal executive offices) (Zip Code)

(773) 890-1010

~~4501 West 47th Street Chicago, IL 60632~~ (~~Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices)~~area ~~(Zip Code~~code)

(~~773) 890-1010 (Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code~~since last report)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~o ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below~~to ifRule 425 under the ~~Form~~Securities ~~8-K~~Act ~~filing~~(17 isCFR ~~intended~~230.425) o Soliciting material pursuant to ~~simultaneously~~Rule ~~satisfy~~14a-12 under the ~~filing~~ ~~obligation~~Exchange ofAct ~~the~~(17 ~~registrant~~CFR ~~under~~240.14a-12(b)) ~~any~~o ofPre-commencement communications pursuant to Rule 14d-2(b) under the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.14d-2.(b)) ~~below~~o Pre-commencement communications pursuant to Rule 13e-4(c): under the Exchange Act (17 CFR 240.13e-4(c))

oItem 4.02. ~~Written~~Non-Reliance ~~communications~~on ~~pursuant~~Previously toIssued ~~Rule 425~~Financial ~~under~~Statements ~~the~~or ~~Securities~~a ~~Act~~Related ~~(17~~Audit ~~CFR~~Report ~~230~~or Completed Interim Review.~~425)~~

o (a) On ~~Soliciting~~August 16, ~~material~~2005, ~~pursuant~~senior tomanagement ~~Rule~~of Home Products International, Inc. (the “Company”) determined that the Company’s financial statements for the quarter ended April ~~14a-12~~2, ~~under~~2005 and the fiscal ~~Exchange~~year ~~Act~~ended ~~(17~~January 1, ~~CFR~~2005, ~~240.14a-12~~including the quarterly periods within that fiscal year (bthe “Financial Statements”)), should no longer be relied on because the accounting treatment regarding a deferred tax liability related to goodwill and certain other adjustments were inaccurately reflected in those Financial Statements. This conclusion was reviewed with and agreed to by the Audit Committee of the Company’s Board of Directors. As a result, the Company determined it would be appropriate to restate the Financial Statements.

o Beginning ~~Pre-commencement~~in ~~communications~~2004, ~~pursuant~~the Company accounted for its deferred tax liability related to ~~Rule~~goodwill as a reversing taxable temporary difference. Following Statement of Financial Accounting Standards No. ~~14d-~~142, Goodwill and Other Intangible Assets, the deferred tax liability related to the Company’s goodwill should have been considered as a liability related to an asset with an indefinite life which could not support the realization of deferred tax assets. Therefore, the Company will record additional deferred tax expense of $2~~(b)~~.9 million, ~~under~~to increase its deferred tax valuation allowance for fiscal year 2004 and additional deferred tax expense of $0.7 million for the ~~Exchange~~first quarter ~~Act~~of ~~(17~~fiscal ~~CFR~~year ~~240~~2005.~~14d~~ These non-cash adjustments have no impact on the Company’s compliance with covenants related to either its $60 million revolving credit facility of which $25.0 million was outstanding as of January 1, 2005 and $11.8 million as of April 2~~(b))~~, 2005, its 9 5/8% Senior Subordinated Notes due 2008 of which $116 million was outstanding at January 1, 2005 and on April 2, 2005, or its payment of incentives to management. In conjunction with this restatement the Company will also make adjustments to correct errors that were identified in connection with the second quarter fiscal year 2005 close process related to its accounting for an operating lease and its accounting for its Mexico subsidiary. These adjustments are all non-cash entries but will reduce net income by $0.5 million for fiscal year 2004.

o The ~~Pre-commencement~~revised ~~communications~~accounting ~~pursuant~~treatment of the deferred tax liability related to ~~Rule 13e~~goodwill will be reflected in the Company’s Quarterly Report on Form 10-~~4(c)~~Q ~~under~~for the second quarter ended July 2, 2005 to be filed with the Securities and Exchange ~~Act~~Commission ~~(17~~by ~~CFR~~August 22, ~~240~~2005.~~13e~~ The Company will file an amendment to its Annual Report on Form 10-~~4(c))~~K for the fiscal year ended January 1, 2005 to restate the 2004 Financial Statements shortly thereafter as well as an amendment to its Quarterly Report on Form 10-Q for the quarter ended April 2, 2005.

~~TABLE~~ The OFCompany’s ~~CONTENTS~~senior management and the Audit Committee of the Company’s Board of Directors have discussed the matters described in this Current Report on Form 8-K with KPMG LLP, independent registered public accounting firm.

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
INDEX OF EXHIBITS
Letter Employment Agreement

After reviewing the circumstances leading up to the restatement, the Company and the Audit Committee believe that the errors were inadvertent and unintentional. However, a review of the internal control processes in the area of income tax accounting indicate that the Company’s disclosure controls and procedures were not effective as of January 1, 2005 and through the date of this filing, because of a material weakness in internal control over financial reporting with respect to accounting for income taxes. Management has designed and is in the process of implementing certain improvements in its internal control over financial reporting to address the tax accounting error and will test these controls in subsequent accounting periods.

~~Table of Contents~~SIGNATURES

~~Item~~ Pursuant ~~1.01.~~to ~~Entry~~the ~~into~~requirements aof ~~Material~~the ~~Definitive~~Securities ~~Agreement~~Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OnDate: ~~May~~August 2622, 2005~~, Home Products International, Inc. (the “Company”) entered into an employment~~ agreement with Donald J. Hotz (the “Hotz Agreement”) to become the new Chief Financial Officer of the Company, effective as of June 27, 2005. The material terms and conditions of the Hotz Agreement are summarized in Item 5.02 of this Current Report on Form 8-K. The Hotz Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated by reference herein.

~~Item~~HOME ~~5.02.~~PRODUCTS ~~Departure~~INTERNATIONAL, ~~of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~INC. (Registrant)

OnBy: /s/ ~~May 26,~~Don ~~2005, James E. Winslow informed the Company that he would resign as the Company’s~~Hotz ~~Chief~~Name: Don ~~Financial Officer, effective as of June 27, 2005. The Company previously announced on a~~Hotz ~~Current~~Title: Senior ~~Report~~Vice onPresident ~~Form 8-K, filed with the Securities~~ and ~~Exchange Commission on February 25, 2005, that it had commenced a search for a new~~ Chief Financial Officer~~, and that Mr. Winslow had agreed~~ ~~to continue to serve in that position until the selection and appointment of his successor.~~

As of May 26, 2005, the Company’s Board of Directors appointed Mr. Hotz, 48, as the Company’s Chief Financial Officer, effective as of June 27, 2005. Prior to his appointment with the Company, Mr. Hotz served as the Vice President, Finance of Merisant Company (“Merisant”) since August 2003 and as Chief Financial Officer since October 2003. Merisant is the worldwide manufacturer and distributor of Equal® and Candarel® brand sweeteners. Prior to joining Merisant, from 2001 to 2002, Mr. Hotz was the Chief Financial Officer for Tab Products, Inc., a manufacturer of custom folders and filing systems. From 1985 to 2001, Mr. Hotz held senior finance positions in several operating divisions of Moore Corporation in the United States and Canada, including Vice President of Finance from 1997 to 2001. From 1982 to 1985, Mr. Hotz worked in the public accounting firm of Melton and Melton in Houston.

Under the terms of the Hotz Agreement (defined in Item 1.01 above), Mr. Hotz will be (i) employed full-time on an “at will” basis as the Chief Financial Officer of the Company, (ii) entitled to a base salary at a gross annual rate of $225,000, (iii) entitled to benefits as are typically provided to other employees of the Company from time to time, (iv) entitled to four weeks of vacation during each twelve month period of employment, and (v) eligible to receive an annual incentive cash bonus of up to 70% of his annual base salary based on Mr. Hotz’s performance and the Company’s profitability during such period in accordance with the Company’s executive bonus plan. The Company also agreed to grant Mr. Hotz, as soon as practicable, stock options covering 90,000 shares of the Company’s common stock at an exercise price of $2.25 per share, subject to certain adjustments. The options shall vest in three equal annual installments, commencing on December 31, 2005 and subject to certain provisions contained in the Hotz Agreement. If (i) the Company terminates Mr. Hotz’s employment for any reason other than for cause, disability or death, (ii) Mr. Hotz resigns for good reason, or (iii) Mr. Hotz’s employment is terminated by reason of disability or death (all as respectively defined in the Hotz Agreement), Mr. Hotz shall be entitled to additional benefits as specifically set forth in

the Hotz Agreement. Mr. Hotz also is subject to an eighteen month non-compete agreement and one year non-solicitation agreement following termination of his employment. This summary description of the Hotz Agreement is qualified in its entirety by reference to the provisions of the Hotz Agreement, attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired – Not Applicable

(b) Pro Forma Financial Information – Not Applicable

Exhibit No.		Exhibit
10.1		Employment Agreement, effective as of June 27, 2005, by and between Donald J. Hotz and Home Products International, Inc.

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.

Date: June 2, 2005

HOME PRODUCTS INTERNATIONAL, INC. (Registrant)

By: /s/ Douglas Ramsdale

INDEX OF EXHIBITS

Exhibit No.		Exhibit
10.1		Letter Employment Agreement, effective as of June 27, 2005, by and between Donald J. Hotz and Home Products International, Inc.

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