FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * WINSLOW JAMES E   2. Issuer Name and Ticker or Trading Symbol HOME PRODUCTS INTERNATIONAL INC [HOMZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O HOME PRODUCTS INTERNATIONAL, INC., 4501 WEST 47TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/13/2004 (Street) CHICAGO, IL 60632 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/13/2004   U   79,861 D $ 2.25 0 D   Common Stock 12/13/2004   M   22,972 A (4) 22,972 D   Common Stock 12/13/2004   D   22,972 D (4) 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option

$ 4.63

(1)

02/01/2006

Common Stock

10,000

10,000

D

Option

$ 5

(1)

11/01/2006

Common Stock

15,000

15,000

D

Option

$ 1.76

12/13/2004

H(2)

25,000

(5)

05/14/2011

Common Stock

25,000

$ 0.49 (2)

0

D

Option

$ 2.65

(3)

02/19/2012

Common Stock

25,000

25,000

D

Phantom Stock Units

(6)

12/13/2004

M

22,972

(4)

(4)

Common Stock

22,972

(4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WINSLOW JAMES E C/O HOME PRODUCTS INTERNATIONAL, INC. 4501 WEST 47TH STREET CHICAGO, IL 60632			Chief Financial Officer

Signatures

/s/ James E. Winslow		12/15/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Option is fully vested.
(2)	The option was cancelled in the tender offer in exchange for payment of an amount in cash equal to the product of (1) the excess of $2.25 over the per share exercise price of the option, multiplied by (2) the number of shares subject to such option.
(3)	Options vest in four equal annual installments beginning on February 19, 2003, or upon a change of control.
(4)	Issued under the Company's Executive Incentive Plan. Under the Executive Incentive Plan, upon a change of control transaction, which the consummation of the tender offer constitutes, all phantom stock units are converted to cash by multiplying the number of such units by the sale price of the common stock on the last business day before the change of control occurs, and the resulting amount is payable in cash upon closing of such change of control transaction. On December 10, 2004, the last business day before the tender offer was consummated, the sale price of the common stock was $2.29 per share.
(5)	Options vest in four equal annual installments beginning on May 14, 2002, or upon a change of control.
(6)	1-for-1

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