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): December 2,1994




                                 INTERCO INCORPORATED               
                  --------------------------------------------------
                  (Exact name of Registrant as specified in charter)


             Delaware              I-91                   43-0337683       
          --------------        -----------         -----------------------
            (State of           (Commission           (IRS Employer
          Incorporation)        File Number)       Identification Number)



                   101 South Hanley Road, St. Louis, Missouri 63105
                   ------------------------------------------------
                       (Address of principal executive offices)            


                                   (314) 863-1100         
                           -------------------------------
                           (Registrant's telephone number)<PAGE>





          Item 2.   Acquisition or Disposition of Assets


               On November 17, 1994, INTERCO INCORPORATED (the "Company")
          distributed all of the issued and outstanding shares of common
          stock of its wholly-owned subsidiaries, Converse Inc. and The
          Florsheim Shoe Company.  The distribution was made in the form of
          a dividend to shareholders of record of the Company at the close
          of business on November 17, 1994.  As a result, shareholders of
          the Company received one share of Converse Inc. Common Stock for
          every three shares of the Company's Common Stock and one share of
          The Florsheim Shoe Company Common Stock for every six shares of
          the Company's Common Stock held on the record date.

               The Company continues to operate its furniture businesses,
          Broyhill Furniture Industries, Inc. and The Lane Company,
          Incorporated.  Converse continues in the athletic and athleisure
          footwear business and Florsheim continues in the men's dress,
          dress casual and casual footwear business, each as an
          independent, publicly-held company.

               In connection with the distributions, the Company and
          Converse Inc. and the Company and The Florsheim Shoe Company have 
          entered into distribution and services agreements and tax sharing
          agreements, copies of which are filed as exhibits hereto. 
          Additional information concerning Converse Inc. and the
          distribution is contained in Converse Inc.'s Registration
          Statement on Form 10, as amended, (File 1-13430), and additional
          information concerning The Florsheim Shoe Company and the
          distribution is contained in The Florsheim Shoe Company's
          Registration Statement on Form 10, as amended, (File 0-24730),
          both filed under the Securities Exchange Act of 1934.

               Also on November 17, 1994, the Company entered into a $285
          million term loan agreement and a $75 million revolving credit
          facility with Bankers Trust Company and Credit Lyonnais, and a
          $150 million receivables securitization facility with Credit
          Lyonnais.  Proceeds from these borrowings have been used to repay
          the outstanding indebtedness issued in 1992 in connection with
          the reorganization of the Company and will be used to fund the
          Company's working capital needs.
<PAGE>

          Item 7.  Pro Forma Financial Information and Exhibits

          (a)  Pro Forma Financial Information

               Page Number
               -----------

                  5   Introduction to Pro Forma Consolidated Condensed
                        Financial Information

                  6   Pro Forma Consolidated Condensed Balance Sheet as of
                        September 30, 1994

                  7   Pro Forma Consolidated Condensed Statement of
                        Operations for the Nine Months Ended September 30,
                        1994

                  8   Pro Forma Consolidated Condensed Statement of
                        Operations for the Twelve Months ended December 31,
                        1993

                  9   Notes to Pro Forma Consolidated Condensed Financial
                        Information


          (b)  Exhibits

               99(a)      Distribution and Services Agreement, dated
                          November 17, 1994, between INTERCO INCORPORATED
                          and Converse Inc.

               99(b)      Tax Sharing Agreement, dated November 17, 1994,
                          between INTERCO INCORPORATED and Converse Inc.

               99(c)      Distribution and Services Agreement, dated
                          November 17, 1994, among INTERCO INCORPORATED,
                          The Florsheim Shoe Company and certain of its
                          subsidiaries.

               99(d)      INTERCO/Florsheim Tax Sharing Agreement, dated
                          November 17, 1994, among INTERCO INCORPORATED,
                          The Florsheim Shoe Company and certain of its
                          subsidiaries.
<PAGE>




                                      SIGNATURE
                                      ---------

          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.


                                             INTERCO INCORPORATED

                                             BY: Steven W. Alstadt       
                                                -------------------------
                                                 Steven W. Alstadt
                                                 Controller and Chief
                                                   Accounting Officer


          December 2, 1994
<PAGE>

                                 INTERCO INCORPORATED


      INTRODUCTION TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION



      On November 17,  1994, pursuant to a resolution  adopted by the Board  of
      Directors of  INTERCO INCORPORATED (the "Company"), a distribution by the
      Company to holders  of its common  stock of all the shares  of the common
      stock of The Florsheim Shoe Company, and of  all the shares of the common
      stock of  Converse Inc., each a  wholly-owned subsidiary  of the Company,
      became  effective.   The  Company's continuing  business consists  of the
      operations of Broyhill  Furniture Industries, Inc.  and The Lane Company,
      Incorporated.

      The following  unaudited pro forma  consolidated condensed balance  sheet
      of  the Company  makes adjustments  to  the  historical balance  sheet at
      September 30, 1994 as if  the distribution had  occurred on September 30,
      1994.   The pro forma consolidated  condensed balance  sheet gives effect
      to  the  refinancing  of  most  of  the  Company's  indebtedness  and the
      distributions, all of which occurred concurrently.

      The following  unaudited pro forma  consolidated condensed statements  of
      operations  of the Company make adjustments to  the historical statements
      of operations for  the nine months ended  September 30, 1994 and for  the
      twelve  months   ended  December 31,   1993  in  order  to   present  the
      consolidated   results  of   operations  as   if  the   refinancing   and
      distribution had  occurred  at  the  beginning  of  the  earliest  period
      presented.

      The  pro forma  consolidated  condensed balance  sheet and  statements of
      operations  of  the  Company  should  be  read  in  conjunction  with the
      historical  financial  statements  and  notes  thereto  included  in  the
      Company's Annual  Report on  Form 10-K  for the  year ended  December 31,
      1993  and the  Company's Form  10-Q  for  the period  ended September 30,
      1994.    The  pro  forma  consolidated  condensed  financial  information
      presented  herein  is  for  informational  purposes   only  and  may  not
      necessarily reflect  the results of operations  or financial position  of
      the Company  had the distribution actually  occurred at  the beginning of
      the  periods presented or  as of  September 30, 1994,  and the  pro forma
      consolidated   condensed   financial   information  is   not  necessarily
      indicative of future results of operations  or financial position of  the
      Company.
<PAGE>
<TABLE>


                                         INTERCO INCORPORATED

                            PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
                                              (UNAUDITED)
<CAPTION>

                                                           September 30, 1994                   
                                          ---------------------------------------------------
                                                          Pro Forma Adjustments   
                                                       ---------------------------
        (Dollars in thousands)                         Refinance        Record
                                          Historical      Debt        Distribution (H) Pro Forma
                                          ----------   ---------      ------------     ---------
       <S>                                <C>          <C>            <C>             <C>
        Assets                                                                
        Current assets:
          Cash and cash equivalents       $   33,129   $ (11,763)      $ (10,473)     $  10,893 
          Receivables                        329,043       2,500  (A)   (133,780)       197,763 
          Inventories                        378,120                    (216,606)       161,514 
          Prepaid expenses and other
            current assets                    37,626        (154) (B)    (20,389)        17,083 
                                          ----------   ---------       ---------      ---------
             Total current assets            777,918      (9,417)       (381,248)       387,253 

        Net property, plant & equipment      223,891                     (38,337)       185,554 
        Reorganization value in excess
          of amounts allocable to
          identifiable assets, net            93,188                      37,051        130,239 
        Trademarks and trade names, net      150,268                      (1,935)       148,333 
        Other assets                          37,210        (576) (B)    (25,423)        20,961 
                                                           9,750  (C)                           
                                          ----------   ---------       ---------      ---------
                                          $1,282,475   $    (243)      $(409,892)     $ 872,340 
                                          ==========   =========       =========      =========

        Liabilities
        Current liabilities:
          Notes payable                  $    25,004   $               $ (25,004)     $       - 
          Current maturities of
           long-term debt                     10,328      (3,724) (D)     (5,045)        16,559 
                                                          15,000  (D)
          Accrued interest expense            11,094      (7,630) (E)     (3,252)           212 
          Accounts payable and accrued
            expenses                         162,008                     (66,648)        95,360 
          Income taxes payable                 3,650      (5,730) (F)      6,257          4,177 
                                         -----------   ---------       ---------      ---------
             Total current liabilities       212,084      (2,084)        (93,692)       116,308 

        Long-term debt, less current
          maturities                         566,965    (388,157) (D)   (168,930)       409,878 
                                                         400,000  (D)
        Other long-term liabilities          122,601                     (20,463)       102,138 

        Shareholders' equity:
          Common stock                        50,062                                     50,062 
          Paid-in capital                    226,891                     (32,937)       193,954 
          Retained earnings                  103,872     (10,002) (G)    (93,870)             - 
                                         -----------   ---------       ---------      ---------
             Total shareholders' equity      380,825     (10,002)       (126,807)       244,016 
                                         -----------   ---------       ---------      ---------
                                         $ 1,282,475   $    (243)      $(409,892)     $ 872,340 
                                         ===========   =========       =========      =========
        See accompanying notes to pro forma consolidated condensed financial statements.
</TABLE>
<PAGE>
<TABLE>

                                           INTERCO INCORPORATED

                         PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                               (UNAUDITED)
<CAPTION>

                                                  Nine Months ended September 30, 1994             
                                         ----------------------------------------------------
                                                       Pro Forma Adjustments   
                                                    ---------------------------
        (Dollars in thousands,                         Refinance         Record
         except per share data)          Historical       Debt        Distribution  Pro Forma
                                         ----------    ---------      ------------  ---------
        <S>                              <C>           <C>            <C>          <C>
        Net sales                        $ 1,371,629   $               $(576,177)  $ 795,452 
        Cost of sales                        923,646                    (349,969)    573,677 
                                         -----------   ---------       ---------   ---------

        Gross profit                         447,983                    (226,208)    221,775 
        Selling, general and
          administrative expenses            348,187                    (187,052)    161,135 

        Royalty income                         8,989                      (8,613)        376 
                                         -----------   ---------       ---------   ---------

        Earnings from operations             108,785                     (47,769)     61,016 
        Interest expense                      41,564     (28,905) (I)    (12,611)     24,124 
                                                          24,076  (I)
        Other income (expense), net             (132)                      1,032         900 
                                         -----------   ---------       ---------   ---------

        Earnings before income tax
          expense                             67,089       4,829         (34,126)     37,792 
        Income tax expense                    27,661       1,847  (J)    (12,469)     17,039 
                                         -----------   ---------       ---------   ---------

        Net earnings                     $    39,428   $   2,982       $ (21,657)  $  20,753 
                                         ===========   =========       =========   =========


        Net earnings per common share:
          Primary                             $ 0.76                                  $ 0.40 
                                              ======                                  ======
          Fully diluted                       $ 0.76                                  $ 0.40 
                                              ======                                  ======

        Weighted average common and
        common equivalent shares
        outstanding (in thousands):
          Primary                             51,620                                  51,859 
                                              ======                                  ======
          Fully diluted                       51,665                                  51,926 
                                              ======                                  ======

        See accompanying notes to pro forma consolidated condensed financial statements.
</TABLE>
<PAGE>
<TABLE>

                                           INTERCO INCORPORATED

                         PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                               (UNAUDITED)
<CAPTION>

                                                 Twelve months ended December 31, 1993       
                                          ---------------------------------------------------
        (Dollars in thousands,                            Pro Forma Adjustments   
         except per share data)                        ---------------------------
                                                       Refinance         Record
                                          Historical     Debt         Distribution  Pro Forma
                                          ----------   ---------      ------------  ---------
        <S>                               <C>          <C>            <C>          <C>
        Net sales                         $1,656,814   $               $(676,281)  $ 980,533 
        Cost of sales                      1,114,867                    (409,658)    705,209 
                                          ----------   ---------       ---------   ---------

        Gross profit                         541,947                    (266,623)    275,324 
        Selling, general and
          administrative expenses            421,372                    (221,968)    199,404 

        Royalty income                        11,946                     (11,214)        732 
                                          ----------   ---------       ---------   ---------

        Earnings from operations             132,521                     (55,869)     76,652 
        Interest expense                      56,472     (39,347) (I)    (17,065)     33,150 
                                                          33,090  (I)
        Other income (expense), net              (77)                      1,841       1,764 
                                          ----------   ---------       ---------   ---------

        Earnings before income tax
          expense                             75,972       6,257         (36,963)     45,266 
        Income tax expense                    30,604       2,393  (J)    (14,014)     18,983 
                                          ----------   ---------       ---------   ---------

        Net earnings                      $   45,368   $   3,864       $ (22,949)  $  26,283 
                                          ==========   =========       =========   =========


        Net earnings per common share:
          Primary                             $ 0.88                                  $ 0.51 
                                              ======                                  ======
          Fully diluted                       $ 0.88                                  $ 0.51 
                                              ======                                  ======

        Weighted average common and common
        equivalent shares outstanding
        (in thousands):
          Primary                             51,375                                  51,429 
                                              ======                                  ======
          Fully diluted                       51,397                                  51,443 
                                              ======                                  ======

        See accompanying notes to pro forma consolidated condensed financial statements.

                                          INTERCO INCORPORATED
                      NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


        (A)   To record effect of defeasing 10% Secured Notes.

        (B)   To write off deferred debt issuance costs associated with the Company's previous
              working capital facility.

        (C)   To record deferred debt issuance costs on INTERCO's new bank credit facility
              ($9,000) and receivables securitization facility ($750).

        (D)   To record the repayment of INTERCO's portion of long-term debt ($391,881) funded by
              borrowings under the new bank credit facility ($285,000) and receivables
              securitization facility ($130,000).

        (E)   To record payment of accrued interest.

        (F)   To record income tax benefit of financial restructuring expenses.

        (G)   To record expenses of financial restructuring, net of income taxes.  These
              nonrecurring charges have not been reflected in the pro forma consolidated condensed
              statement of operations.

        (H)   To record distribution of common stock of The Florsheim Shoe Company and of common
              stock of Converse Inc. to shareholders of INTERCO INCORPORATED.

        (I)   To reverse interest expense on repaid debt and record interest expense on new bank
              credit facility, receivables securitization facility and amortization of deferred
              debt issuance costs on the facilities.

        (J)   To record the income tax effect of pro forma adjustments.
</TABLE>
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 22350}]
{"company-data": {"conformed-name": "INTERCO INC", "cik": "0000050957", "assigned-sic": "2510", "irs-number": "430337683", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00091", "film-number": "94563073"}, "business-address": {"street1": "101 S HANLEY RD STE 1900", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3148631100"}, "former-company": {"former-conformed-name": "INTERNATIONAL SHOE CO", "date-changed": "19690313"}}
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): December 2,1994

                                 INTERCO INCORPORATED               
                  --------------------------------------------------
                  (Exact name of Registrant as specified in charter)

             Delaware              I-91                   43-0337683       
          --------------        -----------         -----------------------
            (State of           (Commission           (IRS Employer
          Incorporation)        File Number)       Identification Number)

                   101 South Hanley Road, St. Louis, Missouri 63105
                   ------------------------------------------------
                       (Address of principal executive offices)            

                                   (314) 863-1100         
                           -------------------------------
                           (Registrant's telephone number)
Item 2.   Acquisition or Disposition of Assets

               On November 17, 1994, INTERCO INCORPORATED (the "Company")
          distributed all of the issued and outstanding shares of common
          stock of its wholly-owned subsidiaries, Converse Inc. and The
          Florsheim Shoe Company.  The distribution was made in the form of
          a dividend to shareholders of record of the Company at the close
          of business on November 17, 1994.  As a result, shareholders of
          the Company received one share of Converse Inc. Common Stock for
          every three shares of the Company's Common Stock and one share of
          The Florsheim Shoe Company Common Stock for every six shares of
          the Company's Common Stock held on the record date.

               The Company continues to operate its furniture businesses,
          Broyhill Furniture Industries, Inc. and The Lane Company,
          Incorporated.  Converse continues in the athletic and athleisure
          footwear business and Florsheim continues in the men's dress,
          dress casual and casual footwear business, each as an
          independent, publicly-held company.

               In connection with the distributions, the Company and
          Converse Inc. and the Company and The Florsheim Shoe Company have 
          entered into distribution and services agreements and tax sharing
          agreements, copies of which are filed as exhibits hereto. 
          Additional information concerning Converse Inc. and the
          distribution is contained in Converse Inc.'s Registration
          Statement on Form 10, as amended, (File 1-13430), and additional
          information concerning The Florsheim Shoe Company and the
          distribution is contained in The Florsheim Shoe Company's
          Registration Statement on Form 10, as amended, (File 0-24730),
          both filed under the Securities Exchange Act of 1934.

               Also on November 17, 1994, the Company entered into a $285
          million term loan agreement and a $75 million revolving credit
          facility with Bankers Trust Company and Credit Lyonnais, and a
          $150 million receivables securitization facility with Credit
          Lyonnais.  Proceeds from these borrowings have been used to repay
          the outstanding indebtedness issued in 1992 in connection with
          the reorganization of the Company and will be used to fund the
          Company's working capital needs.
Item 7.  Pro Forma Financial Information and Exhibits

          (a)  Pro Forma Financial Information

               Page Number
               -----------

                  5   Introduction to Pro Forma Consolidated Condensed
                        Financial Information

                  6   Pro Forma Consolidated Condensed Balance Sheet as of
                        September 30, 1994

                  7   Pro Forma Consolidated Condensed Statement of
                        Operations for the Nine Months Ended September 30,
                        1994

                  8   Pro Forma Consolidated Condensed Statement of
                        Operations for the Twelve Months ended December 31,
                        1993

                  9   Notes to Pro Forma Consolidated Condensed Financial
                        Information

          (b)  Exhibits

               99(a)      Distribution and Services Agreement, dated
                          November 17, 1994, between INTERCO INCORPORATED
                          and Converse Inc.

               99(b)      Tax Sharing Agreement, dated November 17, 1994,
                          between INTERCO INCORPORATED and Converse Inc.

               99(c)      Distribution and Services Agreement, dated
                          November 17, 1994, among INTERCO INCORPORATED,
                          The Florsheim Shoe Company and certain of its
                          subsidiaries.

               99(d)      INTERCO/Florsheim Tax Sharing Agreement, dated
                          November 17, 1994, among INTERCO INCORPORATED,
                          The Florsheim Shoe Company and certain of its
                          subsidiaries.
SIGNATURE
                                      ---------

          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.

                                             INTERCO INCORPORATED

                                             BY: Steven W. Alstadt       
                                                -------------------------
                                                 Steven W. Alstadt
                                                 Controller and Chief
                                                   Accounting Officer

          December 2, 1994
INTERCO INCORPORATED

      INTRODUCTION TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION

      On November 17,  1994, pursuant to a resolution  adopted by the Board  of
      Directors of  INTERCO INCORPORATED (the "Company"), a distribution by the
      Company to holders  of its common  stock of all the shares  of the common
      stock of The Florsheim Shoe Company, and of  all the shares of the common
      stock of  Converse Inc., each a  wholly-owned subsidiary  of the Company,
      became  effective.   The  Company's continuing  business consists  of the
      operations of Broyhill  Furniture Industries, Inc.  and The Lane Company,
      Incorporated.

      The following  unaudited pro forma  consolidated condensed balance  sheet
      of  the Company  makes adjustments  to  the  historical balance  sheet at
      September 30, 1994 as if  the distribution had  occurred on September 30,
      1994.   The pro forma consolidated  condensed balance  sheet gives effect
      to  the  refinancing  of  most  of  the  Company's  indebtedness  and the
      distributions, all of which occurred concurrently.

      The following  unaudited pro forma  consolidated condensed statements  of
      operations  of the Company make adjustments to  the historical statements
      of operations for  the nine months ended  September 30, 1994 and for  the
      twelve  months   ended  December 31,   1993  in  order  to   present  the
      consolidated   results  of   operations  as   if  the   refinancing   and
      distribution had  occurred  at  the  beginning  of  the  earliest  period
      presented.

      The  pro forma  consolidated  condensed balance  sheet and  statements of
      operations  of  the  Company  should  be  read  in  conjunction  with the
      historical  financial  statements  and  notes  thereto  included  in  the
      Company's Annual  Report on  Form 10-K  for the  year ended  December 31,
      1993  and the  Company's Form  10-Q  for  the period  ended September 30,
      1994.    The  pro  forma  consolidated  condensed  financial  information
      presented  herein  is  for  informational  purposes   only  and  may  not
      necessarily reflect  the results of operations  or financial position  of
      the Company  had the distribution actually  occurred at  the beginning of
      the  periods presented or  as of  September 30, 1994,  and the  pro forma
      consolidated   condensed   financial   information  is   not  necessarily
      indicative of future results of operations  or financial position of  the
      Company.
INTERCO INCORPORATED

                            PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
                                              (UNAUDITED)
September 30, 1994                   
                                          ---------------------------------------------------
                                                          Pro Forma Adjustments   
                                                       ---------------------------
        (Dollars in thousands)                         Refinance        Record
                                          Historical      Debt        Distribution (H) Pro Forma
                                          ----------   ---------      ------------     ---------
Assets                                                                
        Current assets:
          Cash and cash equivalents       $   33,129   $ (11,763)      $ (10,473)     $  10,893 
          Receivables                        329,043       2,500  (A)   (133,780)       197,763 
          Inventories                        378,120                    (216,606)       161,514 
          Prepaid expenses and other
            current assets                    37,626        (154) (B)    (20,389)        17,083 
                                          ----------   ---------       ---------      ---------
             Total current assets            777,918      (9,417)       (381,248)       387,253 

        Net property, plant & equipment      223,891                     (38,337)       185,554 
        Reorganization value in excess
          of amounts allocable to
          identifiable assets, net            93,188                      37,051        130,239 
        Trademarks and trade names, net      150,268                      (1,935)       148,333 
        Other assets                          37,210        (576) (B)    (25,423)        20,961 
                                                           9,750  (C)                           
                                          ----------   ---------       ---------      ---------
                                          $1,282,475   $    (243)      $(409,892)     $ 872,340 
                                          ==========   =========       =========      =========

        Liabilities
        Current liabilities:
          Notes payable                  $    25,004   $               $ (25,004)     $       - 
          Current maturities of
           long-term debt                     10,328      (3,724) (D)     (5,045)        16,559 
                                                          15,000  (D)
          Accrued interest expense            11,094      (7,630) (E)     (3,252)           212 
          Accounts payable and accrued
            expenses                         162,008                     (66,648)        95,360 
          Income taxes payable                 3,650      (5,730) (F)      6,257          4,177 
                                         -----------   ---------       ---------      ---------
             Total current liabilities       212,084      (2,084)        (93,692)       116,308 

        Long-term debt, less current
          maturities                         566,965    (388,157) (D)   (168,930)       409,878 
                                                         400,000  (D)
        Other long-term liabilities          122,601                     (20,463)       102,138 

        Shareholders' equity:
          Common stock                        50,062                                     50,062 
          Paid-in capital                    226,891                     (32,937)       193,954 
          Retained earnings                  103,872     (10,002) (G)    (93,870)             - 
                                         -----------   ---------       ---------      ---------
             Total shareholders' equity      380,825     (10,002)       (126,807)       244,016 
                                         -----------   ---------       ---------      ---------
                                         $ 1,282,475   $    (243)      $(409,892)     $ 872,340 
                                         ===========   =========       =========      =========
        See accompanying notes to pro forma consolidated condensed financial statements.
INTERCO INCORPORATED

                         PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                               (UNAUDITED)
Nine Months ended September 30, 1994             
                                         ----------------------------------------------------
                                                       Pro Forma Adjustments   
                                                    ---------------------------
        (Dollars in thousands,                         Refinance         Record
         except per share data)          Historical       Debt        Distribution  Pro Forma
                                         ----------    ---------      ------------  ---------
Net sales                        $ 1,371,629   $               $(576,177)  $ 795,452 
        Cost of sales                        923,646                    (349,969)    573,677 
                                         -----------   ---------       ---------   ---------

        Gross profit                         447,983                    (226,208)    221,775 
        Selling, general and
          administrative expenses            348,187                    (187,052)    161,135 

        Royalty income                         8,989                      (8,613)        376 
                                         -----------   ---------       ---------   ---------

        Earnings from operations             108,785                     (47,769)     61,016 
        Interest expense                      41,564     (28,905) (I)    (12,611)     24,124 
                                                          24,076  (I)
        Other income (expense), net             (132)                      1,032         900 
                                         -----------   ---------       ---------   ---------

        Earnings before income tax
          expense                             67,089       4,829         (34,126)     37,792 
        Income tax expense                    27,661       1,847  (J)    (12,469)     17,039 
                                         -----------   ---------       ---------   ---------

        Net earnings                     $    39,428   $   2,982       $ (21,657)  $  20,753 
                                         ===========   =========       =========   =========

        Net earnings per common share:
          Primary                             $ 0.76                                  $ 0.40 
                                              ======                                  ======
          Fully diluted                       $ 0.76                                  $ 0.40 
                                              ======                                  ======

        Weighted average common and
        common equivalent shares
        outstanding (in thousands):
          Primary                             51,620                                  51,859 
                                              ======                                  ======
          Fully diluted                       51,665                                  51,926 
                                              ======                                  ======

        See accompanying notes to pro forma consolidated condensed financial statements.
INTERCO INCORPORATED

                         PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                               (UNAUDITED)
Twelve months ended December 31, 1993       
                                          ---------------------------------------------------
        (Dollars in thousands,                            Pro Forma Adjustments   
         except per share data)                        ---------------------------
                                                       Refinance         Record
                                          Historical     Debt         Distribution  Pro Forma
                                          ----------   ---------      ------------  ---------
Net sales                         $1,656,814   $               $(676,281)  $ 980,533 
        Cost of sales                      1,114,867                    (409,658)    705,209 
                                          ----------   ---------       ---------   ---------

        Gross profit                         541,947                    (266,623)    275,324 
        Selling, general and
          administrative expenses            421,372                    (221,968)    199,404 

        Royalty income                        11,946                     (11,214)        732 
                                          ----------   ---------       ---------   ---------

        Earnings from operations             132,521                     (55,869)     76,652 
        Interest expense                      56,472     (39,347) (I)    (17,065)     33,150 
                                                          33,090  (I)
        Other income (expense), net              (77)                      1,841       1,764 
                                          ----------   ---------       ---------   ---------

        Earnings before income tax
          expense                             75,972       6,257         (36,963)     45,266 
        Income tax expense                    30,604       2,393  (J)    (14,014)     18,983 
                                          ----------   ---------       ---------   ---------

        Net earnings                      $   45,368   $   3,864       $ (22,949)  $  26,283 
                                          ==========   =========       =========   =========

        Net earnings per common share:
          Primary                             $ 0.88                                  $ 0.51 
                                              ======                                  ======
          Fully diluted                       $ 0.88                                  $ 0.51 
                                              ======                                  ======

        Weighted average common and common
        equivalent shares outstanding
        (in thousands):
          Primary                             51,375                                  51,429 
                                              ======                                  ======
          Fully diluted                       51,397                                  51,443 
                                              ======                                  ======

        See accompanying notes to pro forma consolidated condensed financial statements.

                                          INTERCO INCORPORATED
                      NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

        (A)   To record effect of defeasing 10% Secured Notes.

        (B)   To write off deferred debt issuance costs associated with the Company's previous
              working capital facility.

        (C)   To record deferred debt issuance costs on INTERCO's new bank credit facility
              ($9,000) and receivables securitization facility ($750).

        (D)   To record the repayment of INTERCO's portion of long-term debt ($391,881) funded by
              borrowings under the new bank credit facility ($285,000) and receivables
              securitization facility ($130,000).

        (E)   To record payment of accrued interest.

        (F)   To record income tax benefit of financial restructuring expenses.

        (G)   To record expenses of financial restructuring, net of income taxes.  These
              nonrecurring charges have not been reflected in the pro forma consolidated condensed
              statement of operations.

        (H)   To record distribution of common stock of The Florsheim Shoe Company and of common
              stock of Converse Inc. to shareholders of INTERCO INCORPORATED.

        (I)   To reverse interest expense on repaid debt and record interest expense on new bank
              credit facility, receivables securitization facility and amortization of deferred
              debt issuance costs on the facilities.

        (J)   To record the income tax effect of pro forma adjustments.