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


                         May 21, 1997 (May 6, 1997)
              ________________________________________________
              Date of report (Date of earliest event reported)


                       Coleman Worldwide Corporation
           ______________________________________________________
             (Exact Name of Registrant as Specified in Charter)


        Delaware                1-11962             13-3704484
     ----------------         ------------       -------------------
     (State or Other          (Commission          (IRS Employer
      Jurisdiction of         File Number)       Identification No.)
      Incorporation)


     1767 Denver West Blvd., Golden, Colorado           80401
     ----------------------------------------         ----------
     (Address of Principal Executive Offices)         (Zip Code)


                                (303) 202-2400
           ----------------------------------------------------
           (Registrant's Telephone Number, including Area Code)


                               Not Applicable
     -------------------------------------------------------------
     (Former Name or Former Address, if Changed Since Last Report)



          ITEM 5.   OTHER EVENTS.

               On May 20, 1997, Coleman Escrow Corp. ("Coleman
          Escrow"), a newly formed parent holding company of
          Coleman Holdings Inc. ("Coleman Holdings"), consummated
          the previously announced offering of $600,475,000
          aggregate principal amount at maturity of its Senior
          Secured First Priority Discount Notes due 2001 and
          $131,560,000 aggregate principal amount at maturity of
          its Senior Secured Second Priority Discount Notes due
          2001 (collectively, the "Notes").  As previously
          announced, the net proceeds to Coleman Escrow from the
          offering of the Notes of $455,256,605 will be contributed 
          (i) to Coleman Holdings to redeem its Senior Secured 
          Discount Notes due 1998 (the "Holdings Notes") on or about 
          July 15, 1997 and (ii) to Coleman Worldwide Corporation 
          ("Coleman Worldwide") to retire its Liquid Yield OptionTM 
          Notes due 2013 (the "LYONs"TM).

               Attached as Exhibits 99.1 and 99.2 hereto and
          incorporated herein by reference are the press releases,
          dated May 6, 1997 and May 19, 1997, respectively,
          announcing (i) the offering of the Notes, (ii) Coleman
          Holdings' intent to redeem the Holdings Notes and (iii)
          Coleman Worldwide's intent to retire the LYONs, including
          through an offer to exchange the LYONs for cash of
          $341.61 per $1,000 principal amount at maturity of LYONs. 
          The offering of the Notes was not registered under the
          Securities Act of 1933, as amended, and the Notes may not
          be offered or sold in the United States absent
          registration or an applicable exemption from the
          registration requirements.

          ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                    INFORMATION AND EXHIBITS.

                    (c)  Exhibits.

                    99.1      Press Release, dated May 6, 1997.
                    99.2      Press Release, dated May 19, 1997.



                                  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. 


          Dated:  May 21, 1997     COLEMAN WORLDWIDE CORPORATION

                                   By: /s/ LAURENCE WINOKER        
                                      -----------------------------
                                      Name: Laurence Winoker
                                      Title: Chief Accounting 
                                             Officer



                                EXHIBIT INDEX

          Exhibit No.         Document
          -----------         --------
          99.1                Press Release, dated May 6, 1997.
          99.2                Press Release, dated May 19, 1997.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4542}]
{"company-data": {"conformed-name": "COLEMAN WORLDWIDE CORP", "cik": "0000901038", "assigned-sic": "3640", "irs-number": "133704484", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11962", "film-number": "97612632"}, "business-address": {"street1": "1526 COLE BLVD", "city": "GOLDEN", "state": "CO", "zip": "80401", "phone": "3032022400"}, "mail-address": {"street1": "1526 COLE BLVD", "street2": "SUITE 300", "city": "GOLDEN", "state": "CO", "zip": "80401"}}
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

                         May 21, 1997 (May 6, 1997)
              ________________________________________________
              Date of report (Date of earliest event reported)

                       Coleman Worldwide Corporation
           ______________________________________________________
             (Exact Name of Registrant as Specified in Charter)

        Delaware                1-11962             13-3704484
     ----------------         ------------       -------------------
     (State or Other          (Commission          (IRS Employer
      Jurisdiction of         File Number)       Identification No.)
      Incorporation)

     1767 Denver West Blvd., Golden, Colorado           80401
     ----------------------------------------         ----------
     (Address of Principal Executive Offices)         (Zip Code)

                                (303) 202-2400
           ----------------------------------------------------
           (Registrant's Telephone Number, including Area Code)

                               Not Applicable
     -------------------------------------------------------------
     (Former Name or Former Address, if Changed Since Last Report)

          ITEM 5.   OTHER EVENTS.

               On May 20, 1997, Coleman Escrow Corp. ("Coleman
          Escrow"), a newly formed parent holding company of
          Coleman Holdings Inc. ("Coleman Holdings"), consummated
          the previously announced offering of $600,475,000
          aggregate principal amount at maturity of its Senior
          Secured First Priority Discount Notes due 2001 and
          $131,560,000 aggregate principal amount at maturity of
          its Senior Secured Second Priority Discount Notes due
          2001 (collectively, the "Notes").  As previously
          announced, the net proceeds to Coleman Escrow from the
          offering of the Notes of $455,256,605 will be contributed 
          (i) to Coleman Holdings to redeem its Senior Secured 
          Discount Notes due 1998 (the "Holdings Notes") on or about 
          July 15, 1997 and (ii) to Coleman Worldwide Corporation 
          ("Coleman Worldwide") to retire its Liquid Yield OptionTM 
          Notes due 2013 (the "LYONs"TM).

               Attached as Exhibits 99.1 and 99.2 hereto and
          incorporated herein by reference are the press releases,
          dated May 6, 1997 and May 19, 1997, respectively,
          announcing (i) the offering of the Notes, (ii) Coleman
          Holdings' intent to redeem the Holdings Notes and (iii)
          Coleman Worldwide's intent to retire the LYONs, including
          through an offer to exchange the LYONs for cash of
          $341.61 per $1,000 principal amount at maturity of LYONs. 
          The offering of the Notes was not registered under the
          Securities Act of 1933, as amended, and the Notes may not
          be offered or sold in the United States absent
          registration or an applicable exemption from the
          registration requirements.

          ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                    INFORMATION AND EXHIBITS.

                    (c)  Exhibits.

                    99.1      Press Release, dated May 6, 1997.
                    99.2      Press Release, dated May 19, 1997.

                                  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. 

          Dated:  May 21, 1997     COLEMAN WORLDWIDE CORPORATION

                                   By: /s/ LAURENCE WINOKER        
                                      -----------------------------
                                      Name: Laurence Winoker
                                      Title: Chief Accounting 
                                             Officer

                                EXHIBIT INDEX

          Exhibit No.         Document
          -----------         --------
          99.1                Press Release, dated May 6, 1997.
          99.2                Press Release, dated May 19, 1997.