As filed with the Securities and Exchange Commission on June 3,
1997
                                                            
                                   Registration No. 333-_________


                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                 

                             FORM S-8
                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933




                         TOASTMASTER INC.
      (Exact name of registrant as specified in its charter)

                 Missouri                    43-1204566     
     (State or other jurisdiction of    (I.R.S. Employer
     incorporation or organization)     Identification No.)

      1801 North Stadium Boulevard, Columbia, Missouri 65202
    (Address of Principal Executive Offices)       (Zip Code)

  TOASTMASTER INC. 1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                     (Full title of the plan)
                                 
Daniel J. Stubler, 1801 North Stadium Boulevard, Columbia,
Missouri 65202
             (Name and address of agent for service)
                                 
                          (573) 445-8666
  (Telephone number, including area code, of agent for service)
                                 
           Please send copies of all correspondence to:
                                 
                   STINSON, MAG & FIZZELL, P.C.
                        1201 Walnut Street
                   Kansas City, Missouri 64106
                    Attention:  James W. Allen
                          (816) 842-8600

                 CALCULATION OF REGISTRATION FEE

                         Proposed       Proposed   
Title of                 maximum        maximum    
securities  Amount to    offering       aggregate  Amount of
 to be      be           price          offering   registration
registered  registered   per share /1/  price /1/  fee

Shares of 
  Common
  Stock, 
  $.10 par    15,000  
  value       shares/2/     $3.4375       $51,563    $100


/1/  Determined pursuant to Rule 457(h) under the Securities Act
     of 1933 for purposes of calculating registration fee, based
     on the $3.4375 price per share at which options may be
     exercised under the Toastmaster Inc. 1997 Non-employee
     Directors Stock Option Plan.

/2/  The provisions of Rule 416 shall apply to this Registration
     Statement and the number of shares registered on this
     Registration Statement automatically shall increase or
     decrease as a result of stock splits, stock dividends, or
     similar transactions.


<PAGE>


                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                 
                                 
     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Toastmaster Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following
documents:  (i) its annual report on Form 10-K for the year ended
December 31, 1996; (ii) its quarterly report on Form 10-Q for the
quarter ended March 31, 1997; and (iii) the description of its
common stock, $.10 par value, contained in the Registrant's
Registration Statement on Form 8-B (No. 1-11007).  All documents
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents, except that any information included in any such
document in response to Item 402(i), (k) or (l) of Regulation S-K
shall not be deemed to constitute a part of this Registration
Statement.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of the Registrant's common stock
registered pursuant to this Registration Statement and certain
other matters has been passed upon by Stinson, Mag & Fizzell,
P.C., 1201 Walnut, Kansas City, Missouri 64106.  Members of such
law firm owned an aggregate of 3,100 shares of the Registrant's
common stock as of May 30, 1997.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 351.355 of The General and Business Corporation Law
of Missouri provides for indemnification by a corporation of its
officers and directors and certain other persons as follows:

          1.   A corporation created under the laws of this state
     may indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or
     completed action, suit, or proceeding, whether civil,
     criminal, <PAGE> administrative or investigative, other than an
     action by or in the right of the corporation, by reason of
     the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the
     request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture,
     trust or other enterprise, against expenses, including
     attorneys' fees, judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in
     connection with such action, suit, or proceeding if he acted
     in good faith and in a manner he reasonably believed to be
     in or not opposed to the best interests of the corporation,
     and, with respect to any criminal action or proceeding, had
     no reasonable cause to believe his conduct was unlawful. 
     The termination of any action, suit, or proceeding by
     judgment, order, settlement, conviction, or upon a plea of
     nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good
     faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the corporation,
     and, with respect to any criminal action or proceeding, had
     reasonable cause to believe that his conduct was unlawful.

          2.   The corporation may indemnify any person who was
     or is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the
     right of the corporation to procure a judgment in its favor
     by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving
     at the request of the corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise against expenses,
     including attorneys' fees, and amounts paid in settlement
     actually and reasonably incurred by him in connection with
     the defense or settlement of the action or suit if he acted
     in good faith and in a manner he reasonably believed to be
     in or not opposed to the best interests of the corporation;
     except that no indemnification shall be made in respect of
     any claim, issue or matter as to which such person shall
     have been adjudged to be liable for negligence or misconduct
     in the performance of his duty to the corporation unless and
     only to the extent that the court in which the action or
     suit was brought determines upon application that, despite
     the adjudication of liability and in view of all the
     circumstances of the case, the person is fairly and
     reasonably entitled to indemnity for such expenses which the
     court shall deem proper.

          3.   To the extent that a director, officer, employee
     or agent of the corporation has been successful on the
     merits or otherwise in defense of any action, suit or
     proceeding referred to in subsections 1 and 2 of this
     section, or in defense of any claim, issue or matter
     therein, he shall be indemnified against expenses, including
     attorney's fees, actually and reasonably incurred by him in
     connection with the action, suit, or proceeding.

          4.   Any indemnification under subsections 1 and 2 of
     this section, unless ordered by a court, shall be made by
     the corporation only as authorized in the specific case upon
     a determination that indemnification of the director,
     officer, employee or <PAGE> agent is proper in the circumstances
     because he has met the applicable standard of conduct set
     forth in this section.  The determination shall be made by
     the board of directors by a majority vote of a quorum
     consisting of directors who were not parties to the action,
     suit, or proceeding, or if such a quorum is not obtainable,
     or even if obtainable a quorum of disinterested directors so
     directs, by independent legal counsel in a written opinion,
     or by the shareholders.

          5.   Expenses incurred in defending a civil or criminal
     action, suit or proceeding may be paid by the corporation in
     advance of the final disposition of the action, suit, or
     proceeding as authorized by the board of directors in the
     specific case upon receipt of an undertaking by or on behalf
     of the director, officer, employee or agent to repay such
     amount unless it shall ultimately be determined that he is
     entitled to be indemnified by the corporation as authorized
     in this section.

          6.   The indemnification provided by this section shall
     not be deemed exclusive of any other rights to which those
     seeking indemnification may be entitled under the articles
     of incorporation or bylaws or any agreement, vote of
     shareholders or disinterested directors or otherwise, both
     as to action in his official capacity and as to action in
     another capacity while holding such office, and shall
     continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of
     the heirs, executors and administrators of such a person.

          7.   A corporation created under the laws of this state
     shall have the power to give any further indemnity, in
     addition to the indemnity authorized or contemplated under
     other subsections of this section, including subsection 6,
     to any person who is or was a director, officer, employee or
     agent, or to any person who is or was serving at the request
     of the corporation as a director, officer, employee or agent
     of another corporation, partnership, joint venture, trust or
     other enterprise, provided such further indemnity is either
     (i) authorized, directed, or provided for in the articles of
     incorporation of the corporation or any duly adopted
     amendment thereof or (ii) is authorized, directed, or
     provided for in any bylaw or agreement of the corporation
     which has been adopted by a vote of the shareholders of the
     corporation, and provided  further that no such indemnity
     shall indemnify any person from or on account of such
     person's conduct which was finally adjudged to have been
     knowingly fraudulent, deliberately dishonest or willful
     misconduct.  Nothing in this subsection shall be deemed to
     limit the power of the corporation under subsection 6 of
     this section to enact bylaws or to enter into agreements
     without shareholder adoption of the same.

          8.   The corporation may purchase and maintain
     insurance on behalf of any person who is or was a director,
     officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director,
     officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise
     against any liability asserted against him and incurred by
     him in any such capacity, or arising out <PAGE> of his status as
     such, whether or not the corporation would have the power to
     indemnify him against such liability under the provisions of
     this section.

          9.   Any provision of this chapter to the contrary
     notwithstanding the provisions of this section shall apply
     to all existing and new domestic corporations, including but
     not limited to banks, trust companies, insurance companies,
     building and loan associations, savings bank and safe
     deposit companies, mortgage loan companies, corporations
     formed for benevolent, religious, scientific or educational
     purposes and nonprofit corporations.

          10.  For the purpose of this section, references to
     "the corporation" include all constituent corporations
     absorbed in a consolidation or merger as well as the
     resulting or surviving corporation so that any person who is
     or was a director, officer, employee or agent of such a
     constituent corporation or is or was serving at the request
     of such constituent corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise shall stand in the same
     position under the provisions of this section with respect
     to the resulting or surviving corporation as he would if he
     had served the resulting or surviving corporation in the
     same capacity.

          11.  For purposes of this section, the term "other
     enterprise" shall include employee benefit plans; the term
     "fines" shall include any excise taxes assessed on a person
     with respect to an employee benefit plan; and the term
     "serving at the request of the corporation" shall include
     any service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services
     by, such director, officer, employee, or agent with respect
     to an employee benefit plan, its participants, or
     beneficiaries; and a person who acted in good faith and in a
     manner he reasonably believed to be in the interest of the
     participants and beneficiaries of an employee benefit plan
     shall be deemed to have acted in a manner "not opposed to
     the best interests of the corporation" as referred to in
     this section.

          Article Ten of the Registrant's Articles of
Incorporation contains a provision permitting the Registrant to
indemnify directors, officers, employees and agents to the
fullest extent permitted by Missouri law.  In the event that the
laws (including statutes, case law or principles of equity) of
the state of Missouri are amended or changed to permit broader
rights of indemnification, then the Registrant automatically
shall be deemed authorized to indemnify such persons to the
fullest extent permitted by such law, as so changed, without the
need for any further action by the Registrant's directors or
shareholders.

          Bylaw 28 of the Registrant's Bylaws requires the
Registrant to indemnify any person against all liabilities and
expenses actually and reasonably incurred by such person in
connection with any action, suit or proceeding by reason of the
fact that such person is or was serving as a director or officer
of the Registrant or, at the Registrant's request, as a director,



<PAGE>


officer, trustee or in any other comparable position of another
enterprise; provided that such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed
to the Registrant's best interests and, with respect to any
criminal action or proceeding, that such person had no reasonable
cause to believe such person's conduct was unlawful; and
provided, further, that the Registrant shall not be required to
indemnify or advance expenses to any such person in connection
with an action, suit or proceeding initiated by such person
unless the initiation of such action, suit or proceeding was
authorized in advance by the Registrant's Board of Directors. 
Said Bylaw 28 further provides that such persons are entitled to
indemnity in any action initiated by or in the right of the
Registrant for amounts paid in settlement (provided that the
settlement and all amounts paid in connection therewith are
approved in advance by the Registrant, which approval shall not
be unreasonably withheld) and expenses actually and reasonably
incurred in connection therewith by him if the standards of
conduct specified above are satisfied; provided that the
Registrant shall not indemnify any person for any liabilities or
expenses incurred by such person in connection with an action,
suit or proceeding by or in the right of the Registrant in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of such person's duty to the
Registrant, unless and only to the extent that the court in which
the action, suit or proceeding is brought determines that the
person is entitled to indemnity for such expenses.  

          Bylaw 28 of the Registrant's Bylaws permits the Board
of Directors to authorize the Registrant to purchase and maintain
insurance against any liability asserted against any person
against any liability incurred by such person by reason of the
fact that such person is or was serving as a director or officer
of the Registrant or, at the Registrant's request, as a director,
officer, trustee or in any other comparable position of another
enterprise, whether or not the Registrant would have the power or
obligation to indemnify such person under the provisions
described above.  Said Bylaw 28 further provides that the
Registrant shall not be obligated to indemnify any person for any
amounts which have been paid directly to such person by any
insurance maintained by the Registrant; and any indemnification
provided pursuant to said Bylaw 28 shall not be used as a source
of contribution to, or as a substitute for, or as a basis for
recoupment of any payments pursuant to, any indemnification
obligation or insurance coverage which is available from another
enterprise, and payments shall be required to be made thereunder,
only to the extent that the amounts in question have not been
fully paid by any indemnification obligation or insurance
coverage which is available from another enterprise.  The
Registrant has obtained directors and officers liability
insurance which (subject to certain limits and deductibles) (i)
insures officers and directors of the Registrant against loss
arising from certain claims made against them by reason of their
being directors or officers, and (ii) insures the Registrant
against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims. 
Such insurance provides coverage for certain matters as to which
the Registrant may not be permitted by law to provide
indemnification.



<PAGE>



          The indemnification authorized and provided for by the
Registrant's Articles of Incorporation and Bylaws is not
exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, agreement,
vote of shareholders or disinterested directors, policy of
insurance or otherwise, both as to action in their official
capacities and as to action in other capacities while holding
their respective offices.  

          The Registrant has entered into Indemnification
Agreements with each of its directors and executive officers
which provides for indemnification of the Registrant's directors
and executive officers in certain circumstances.  The
indemnification provided by the Indemnification Agreements is
broader in scope than that provided in the Registrant's
Certificate of Incorporation and Bylaws.  The Indemnification
Agreements provide that the Registrant's directors and officers
shall be indemnified to the fullest possible extent permitted by
law against all expenses (including attorneys' fees), judgments,
fines and settlement amounts, paid or incurred by them in any
action or proceeding, including any action or by or in the right
of the Registrant, on account of their service as a director or
officer of the Registrant or as a director or officer of any
subsidiary of the Registrant or as a director or officer of any
other company or enterprise when they are serving in such
capacities at the request of the Registrant.  No indemnity will
be provided to any director or officer on account of conduct
which is adjudged to be knowingly fraudulent, deliberately
dishonest or a knowing violation of law.  In addition, no
indemnification shall be provided if a final court adjudication
shall determine that such indemnification is not lawful, or in
respect of any suit in which judgment is rendered against a
director for an accounting of profits made from a purchase or
sale of securities of the Registrant in violation of Section
16(b) of the Securities Exchange Act of 1934 or of any similar
law, or on account of any remuneration paid to a director which
is adjudicated to have been paid in violation of law.

          For information regarding the Registrant's undertaking
to submit to adjudication the issue of indemnification for
violation of the securities laws, see "Undertakings," Item 9
hereof.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.  EXHIBITS.

     The Exhibits to this Registration Statement are listed in
the Exhibit Index on page 12 of this Registration Statement,
which Index is incorporated herein by reference.

     ITEM 9.  UNDERTAKINGS.

     A.   The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to
     this Registration Statement:

               (i)  To include any prospectus required
          by section 10(a)(3) of the Securities Act of
          1933;

               (ii) To reflect in the prospectus any
          facts or events arising after the effective
          date of the Registration Statement (or the
          most recent post-effective amendment thereof)
          which, individually or in the aggregate,
          represent a fundamental change in the
          information set forth in the Registration
          Statement;

               (iii) To include any material
          information with respect to the plan of
          distribution not previously disclosed in the
          Registration Statement or any material change
          to such information in the Registration
          Statement;

          Provided, however, that paragraphs (1)(i) and
     (1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by
     the Registrant pursuant to Section 13 or Section 15(d)
     of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration
     Statement.

          (2)  That, for the purpose of determining any
     liability under the Securities Act of 1933, each such
     post-effective amendment shall be deemed to be a new
     registration statement relating to the securities
     offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide
     offering thereof.

          (3)  To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of
     the offering.

     B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


<PAGE>



     C.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.



<PAGE>


                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Columbia, State of Missouri, on May 1, 1997.

                              TOASTMASTER INC.


                              By /s/ Robert H. Deming         
                                   Robert H. Deming
                                   Chairman of the Board
                                   and Chief Executive Officer


                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and appoints
Robert H. Deming, Daniel J. Stubler and John E. Thompson, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,
lawfully may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

     Signature and Title                          Date


/s/ Robert H. Deming                              May 1, 1997
Robert H. Deming
Chairman of the Board, Chief Executive
Officer and Director
(Principal Executive Officer)


<PAGE>



/s/ Daniel J. Stubler                             May 5, 1997
Daniel J. Stubler
President
Chief Operating Officer and Director

/s/ John E. Thompson                              May 5, 1997
John E. Thompson
Executive Vice President-Chief
Financial Officer, Treasurer and Director
(Principal Financial and Accounting Officer)

/s/ Edward J. Williams                            May 6, 1997
Edward J. Williams
Director

/s/ S B. Rymer, Jr.                               May 16, 1997
S B. Rymer, Jr.
Director

/s/ James L. Hesburgh                             May 2, 1997
James L. Hesburgh
Director



<PAGE>



                          EXHIBIT INDEX


Exhibit No.                   Description                   Page
               
     4.1       Specimen Definitive Common Stock                         *
               Certificate (filed with Registrant's 
               Registration Statement on Form 8-B (File 
               No. 1-11007) as Exhibit 3.3 and 
               incorporated herein by reference).

     4.2       Promissory Note, dated November 21, 1989                 *
               (filed with the Registrant's Registration 
               Statement on Form S-1 (File No. 33-43932)
               as Exhibit 4.4 and incorporated herein 
               by reference).  

     4.3       Loan and Security Agreement,                             *
               dated as of November 19, 1993, 
               between Barclays Business Credit, 
               Inc. and the Registrant (filed with the 
               Registrant's Annual Report on Form 10-K 
               for the year ended December 31, 1993 as 
               Exhibit 10.1 and incorporated herein by 
               reference).

     4.3.1     First Amendment to Loan and                              *
               Security Agreement, dated as of 
               March 7, 1994, between Barclays Business 
               Credit, Inc. and the Registrant (filed with 
               the Registrant's Annual Report on Form 10-K 
               for the year ended December 31, 1993 as 
               Exhibit 10.1.1 and incorporated herein by 
               reference).

     4.3.2     Second Amendment to Loan and Security                    *
               Agreement, dated as of April 20, 1994,
               between the Registrant and Barclays Business
               Credit, Inc. (filed with the Registrant's
               Registration Statement on Form S-8
               (File No. 33-80208) as Exhibit 4.3.2 and
               incorporated herein by reference)



<PAGE>




     4.3.3     Assignment, Assumption and Third Amendment               *
               to Loan Agreement, dated as of June 23, 1994,
               among the Registrant's predecessor, the 
               Registrant and Barclays Business Credit, Inc.
               (filed with the Registrant's Registration
               Statement on Form 8-B (File No. 1-11007) as
               Exhibit 3.5.3 and incorporated herein by
               reference)

     4.3.4     Fourth Amendment to Loan and Security                    *
               Agreement,dated as of October 24, 1994, 
               between the Registrant and Barclays Business
               Credit, Inc. (filed with the Registrant's 
               Annual Report on Form 10-K for the
               year ended December 31, 1994 as Exhibit 10.1.4
               and incorporated herein by reference)

     4.3.5     Fifth Amendment to Loan and Security                     *
               Agreement, dated as of November 17, 1994, 
               between the Registrant and Barclays Business
               Credit, Inc. (filed with the Registrant's 
               Annual Report on Form 10-K for the
               year ended December 31, 1994 as Exhibit 10.1.5
               and incorporated herein by reference)

     4.3.6     Sixth Amendment to Loan and Security                     *
               Agreement,dated as of December 31, 1994, 
               between the Registrant and Shawmut Capital
               Corporation (filed with the Registrant's 
               Annual Report on Form 10-K for the
               year ended December 31, 1994 as Exhibit 10.1.6
               and incorporated herein by reference)

     4.3.7     Seventh Amendment to Loan and Security                   *
               Agreement, dated as of April 24, 1995, 
               between the Registrant and Shawmut Capital
               Corporation (filed with the Registrant's 
               Quarterly Report on Form 10-Q for the 
               quarter ended June 30, 1995 as Exhibit 10 and 
               incorporated herein by reference)

     4.3.8     Eighth Amendment to Loan and Security                    *
               Agreement, dated as of July 18, 1995, 
               between the Registrant and Shawmut Capital
               Corporation (filed with the Registrant's 
               Annual Report on Form 10-K for the
               year ended December 31, 1995 as Exhibit 10.1.8
               and incorporated herein by reference)



<PAGE>



     4.3.9     Ninth Amendment to Loan and Security                     *
               Agreement, dated as of March 28, 1996, 
               between the Registrant and Fleet Capital
               Corporation (filed with the Registrant's 
               Annual Report on Form 10-K for the
               year ended December 31, 1995 as Exhibit 10.1.9
               and incorporated herein by reference)

     4.3.10    Tenth Amendment to Loan and Security                     *
               Agreement, dated as of July 12, 1996, 
               between the Registrant and Fleet Capital
               Corporation (filed with the Registrant's
               Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1996 as Exhibit 10.1.10 and
               incorporated herein by reference)

     4.3.11    Eleventh Amendment to Loan and Security                  *
               Agreement, dated as of October 22, 1996,
               between the Registrant and Fleet Capital 
               Corporation (filed with the Registrant's 
               Quarterly Report on Form 10-Q for the
               quarter ended September 30, 1996 as Exhibit
                10.1.11 and incorporated herein by reference)

     4.3.12    Waiver and Twelfth Amendment to Loan and                 *  
               Security Agreement, dated as of February 21,
               1997, between the Registrant and Fleet Capital
               Corporation (filed with the Registrant's Annual 
               Report on Form 10-K for the year ended 
               December 31, 1996 as Exhibit 10.1.12 and 
               incorporated herein by reference).

     4.4       Toastmaster, Inc. 1997 Non-Employee                      *
               Directors Stock Option Plan (filed with the 
               Registrant's Annual Report on Form 10-K
               for the year ended December 31, 1996 as 
               Exhibit 10.24 and incorporated herein by 
               reference).

     4.5       Form of Toastmaster, Inc. 1997 Non-Employee             __
               Directors Stock Option Agreement.




<PAGE>



     5         Opinion of Stinson, Mag & Fizzell, P.C.,                __
               counsel for the Registrant, with 
               respect to the legality of the Registrant's 
               Common Stock being registered hereby.

     23.1      Consent of KPMG Peat Marwick LLP, the                   __
               Registrant's independent public accountants.

     23.2      Consent of Stinson, Mag & Fizzell, P.C., the            __
               Registrant's counsel (contained in the
               Opinion of Counsel filed herewith as 
               Exhibit 5).

     24.       Power of Attorney (included on signature                10
               page hereto).  
______________
*  Incorporated herein by reference
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 36120}]
{"company-data": {"conformed-name": "TOASTMASTER INC", "cik": "0000818268", "assigned-sic": "3634", "irs-number": "431204566", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28433", "film-number": "97618706"}, "business-address": {"street1": "1801 N STADIUM BLVD", "city": "COLUMBIA", "state": "MO", "zip": "65202", "phone": "3144458666"}}
As filed with the Securities and Exchange Commission on June 3,
1997
                                                            
                                   Registration No. 333-_________

                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                 

                             FORM S-8
                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933

                         TOASTMASTER INC.
      (Exact name of registrant as specified in its charter)

                 Missouri                    43-1204566     
     (State or other jurisdiction of    (I.R.S. Employer
     incorporation or organization)     Identification No.)

      1801 North Stadium Boulevard, Columbia, Missouri 65202
    (Address of Principal Executive Offices)       (Zip Code)

  TOASTMASTER INC. 1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                     (Full title of the plan)
                                 
Daniel J. Stubler, 1801 North Stadium Boulevard, Columbia,
Missouri 65202
             (Name and address of agent for service)
                                 
                          (573) 445-8666
  (Telephone number, including area code, of agent for service)
                                 
           Please send copies of all correspondence to:
                                 
                   STINSON, MAG & FIZZELL, P.C.
                        1201 Walnut Street
                   Kansas City, Missouri 64106
                    Attention:  James W. Allen
                          (816) 842-8600

                 CALCULATION OF REGISTRATION FEE

                         Proposed       Proposed   
Title of                 maximum        maximum    
securities  Amount to    offering       aggregate  Amount of
 to be      be           price          offering   registration
registered  registered   per share /1/  price /1/  fee

Shares of 
  Common
  Stock, 
  $.10 par    15,000  
  value       shares/2/     $3.4375       $51,563    $100

/1/  Determined pursuant to Rule 457(h) under the Securities Act
     of 1933 for purposes of calculating registration fee, based
     on the $3.4375 price per share at which options may be
     exercised under the Toastmaster Inc. 1997 Non-employee
     Directors Stock Option Plan.

/2/  The provisions of Rule 416 shall apply to this Registration
     Statement and the number of shares registered on this
     Registration Statement automatically shall increase or
     decrease as a result of stock splits, stock dividends, or
     similar transactions.
PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                 
                                 
     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Toastmaster Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following
documents:  (i) its annual report on Form 10-K for the year ended
December 31, 1996; (ii) its quarterly report on Form 10-Q for the
quarter ended March 31, 1997; and (iii) the description of its
common stock, $.10 par value, contained in the Registrant's
Registration Statement on Form 8-B (No. 1-11007).  All documents
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents, except that any information included in any such
document in response to Item 402(i), (k) or (l) of Regulation S-K
shall not be deemed to constitute a part of this Registration
Statement.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of the Registrant's common stock
registered pursuant to this Registration Statement and certain
other matters has been passed upon by Stinson, Mag & Fizzell,
P.C., 1201 Walnut, Kansas City, Missouri 64106.  Members of such
law firm owned an aggregate of 3,100 shares of the Registrant's
common stock as of May 30, 1997.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 351.355 of The General and Business Corporation Law
of Missouri provides for indemnification by a corporation of its
officers and directors and certain other persons as follows:

          1.   A corporation created under the laws of this state
     may indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or
     completed action, suit, or proceeding, whether civil,
     criminal,
administrative or investigative, other than an
     action by or in the right of the corporation, by reason of
     the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the
     request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture,
     trust or other enterprise, against expenses, including
     attorneys' fees, judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in
     connection with such action, suit, or proceeding if he acted
     in good faith and in a manner he reasonably believed to be
     in or not opposed to the best interests of the corporation,
     and, with respect to any criminal action or proceeding, had
     no reasonable cause to believe his conduct was unlawful. 
     The termination of any action, suit, or proceeding by
     judgment, order, settlement, conviction, or upon a plea of
     nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good
     faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the corporation,
     and, with respect to any criminal action or proceeding, had
     reasonable cause to believe that his conduct was unlawful.

          2.   The corporation may indemnify any person who was
     or is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the
     right of the corporation to procure a judgment in its favor
     by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving
     at the request of the corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise against expenses,
     including attorneys' fees, and amounts paid in settlement
     actually and reasonably incurred by him in connection with
     the defense or settlement of the action or suit if he acted
     in good faith and in a manner he reasonably believed to be
     in or not opposed to the best interests of the corporation;
     except that no indemnification shall be made in respect of
     any claim, issue or matter as to which such person shall
     have been adjudged to be liable for negligence or misconduct
     in the performance of his duty to the corporation unless and
     only to the extent that the court in which the action or
     suit was brought determines upon application that, despite
     the adjudication of liability and in view of all the
     circumstances of the case, the person is fairly and
     reasonably entitled to indemnity for such expenses which the
     court shall deem proper.

          3.   To the extent that a director, officer, employee
     or agent of the corporation has been successful on the
     merits or otherwise in defense of any action, suit or
     proceeding referred to in subsections 1 and 2 of this
     section, or in defense of any claim, issue or matter
     therein, he shall be indemnified against expenses, including
     attorney's fees, actually and reasonably incurred by him in
     connection with the action, suit, or proceeding.

          4.   Any indemnification under subsections 1 and 2 of
     this section, unless ordered by a court, shall be made by
     the corporation only as authorized in the specific case upon
     a determination that indemnification of the director,
     officer, employee or
agent is proper in the circumstances
     because he has met the applicable standard of conduct set
     forth in this section.  The determination shall be made by
     the board of directors by a majority vote of a quorum
     consisting of directors who were not parties to the action,
     suit, or proceeding, or if such a quorum is not obtainable,
     or even if obtainable a quorum of disinterested directors so
     directs, by independent legal counsel in a written opinion,
     or by the shareholders.

          5.   Expenses incurred in defending a civil or criminal
     action, suit or proceeding may be paid by the corporation in
     advance of the final disposition of the action, suit, or
     proceeding as authorized by the board of directors in the
     specific case upon receipt of an undertaking by or on behalf
     of the director, officer, employee or agent to repay such
     amount unless it shall ultimately be determined that he is
     entitled to be indemnified by the corporation as authorized
     in this section.

          6.   The indemnification provided by this section shall
     not be deemed exclusive of any other rights to which those
     seeking indemnification may be entitled under the articles
     of incorporation or bylaws or any agreement, vote of
     shareholders or disinterested directors or otherwise, both
     as to action in his official capacity and as to action in
     another capacity while holding such office, and shall
     continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of
     the heirs, executors and administrators of such a person.

          7.   A corporation created under the laws of this state
     shall have the power to give any further indemnity, in
     addition to the indemnity authorized or contemplated under
     other subsections of this section, including subsection 6,
     to any person who is or was a director, officer, employee or
     agent, or to any person who is or was serving at the request
     of the corporation as a director, officer, employee or agent
     of another corporation, partnership, joint venture, trust or
     other enterprise, provided such further indemnity is either
     (i) authorized, directed, or provided for in the articles of
     incorporation of the corporation or any duly adopted
     amendment thereof or (ii) is authorized, directed, or
     provided for in any bylaw or agreement of the corporation
     which has been adopted by a vote of the shareholders of the
     corporation, and provided  further that no such indemnity
     shall indemnify any person from or on account of such
     person's conduct which was finally adjudged to have been
     knowingly fraudulent, deliberately dishonest or willful
     misconduct.  Nothing in this subsection shall be deemed to
     limit the power of the corporation under subsection 6 of
     this section to enact bylaws or to enter into agreements
     without shareholder adoption of the same.

          8.   The corporation may purchase and maintain
     insurance on behalf of any person who is or was a director,
     officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director,
     officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise
     against any liability asserted against him and incurred by
     him in any such capacity, or arising out
of his status as
     such, whether or not the corporation would have the power to
     indemnify him against such liability under the provisions of
     this section.

          9.   Any provision of this chapter to the contrary
     notwithstanding the provisions of this section shall apply
     to all existing and new domestic corporations, including but
     not limited to banks, trust companies, insurance companies,
     building and loan associations, savings bank and safe
     deposit companies, mortgage loan companies, corporations
     formed for benevolent, religious, scientific or educational
     purposes and nonprofit corporations.

          10.  For the purpose of this section, references to
     "the corporation" include all constituent corporations
     absorbed in a consolidation or merger as well as the
     resulting or surviving corporation so that any person who is
     or was a director, officer, employee or agent of such a
     constituent corporation or is or was serving at the request
     of such constituent corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise shall stand in the same
     position under the provisions of this section with respect
     to the resulting or surviving corporation as he would if he
     had served the resulting or surviving corporation in the
     same capacity.

          11.  For purposes of this section, the term "other
     enterprise" shall include employee benefit plans; the term
     "fines" shall include any excise taxes assessed on a person
     with respect to an employee benefit plan; and the term
     "serving at the request of the corporation" shall include
     any service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services
     by, such director, officer, employee, or agent with respect
     to an employee benefit plan, its participants, or
     beneficiaries; and a person who acted in good faith and in a
     manner he reasonably believed to be in the interest of the
     participants and beneficiaries of an employee benefit plan
     shall be deemed to have acted in a manner "not opposed to
     the best interests of the corporation" as referred to in
     this section.

          Article Ten of the Registrant's Articles of
Incorporation contains a provision permitting the Registrant to
indemnify directors, officers, employees and agents to the
fullest extent permitted by Missouri law.  In the event that the
laws (including statutes, case law or principles of equity) of
the state of Missouri are amended or changed to permit broader
rights of indemnification, then the Registrant automatically
shall be deemed authorized to indemnify such persons to the
fullest extent permitted by such law, as so changed, without the
need for any further action by the Registrant's directors or
shareholders.

          Bylaw 28 of the Registrant's Bylaws requires the
Registrant to indemnify any person against all liabilities and
expenses actually and reasonably incurred by such person in
connection with any action, suit or proceeding by reason of the
fact that such person is or was serving as a director or officer
of the Registrant or, at the Registrant's request, as a director,
officer, trustee or in any other comparable position of another
enterprise; provided that such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed
to the Registrant's best interests and, with respect to any
criminal action or proceeding, that such person had no reasonable
cause to believe such person's conduct was unlawful; and
provided, further, that the Registrant shall not be required to
indemnify or advance expenses to any such person in connection
with an action, suit or proceeding initiated by such person
unless the initiation of such action, suit or proceeding was
authorized in advance by the Registrant's Board of Directors. 
Said Bylaw 28 further provides that such persons are entitled to
indemnity in any action initiated by or in the right of the
Registrant for amounts paid in settlement (provided that the
settlement and all amounts paid in connection therewith are
approved in advance by the Registrant, which approval shall not
be unreasonably withheld) and expenses actually and reasonably
incurred in connection therewith by him if the standards of
conduct specified above are satisfied; provided that the
Registrant shall not indemnify any person for any liabilities or
expenses incurred by such person in connection with an action,
suit or proceeding by or in the right of the Registrant in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of such person's duty to the
Registrant, unless and only to the extent that the court in which
the action, suit or proceeding is brought determines that the
person is entitled to indemnity for such expenses.  

          Bylaw 28 of the Registrant's Bylaws permits the Board
of Directors to authorize the Registrant to purchase and maintain
insurance against any liability asserted against any person
against any liability incurred by such person by reason of the
fact that such person is or was serving as a director or officer
of the Registrant or, at the Registrant's request, as a director,
officer, trustee or in any other comparable position of another
enterprise, whether or not the Registrant would have the power or
obligation to indemnify such person under the provisions
described above.  Said Bylaw 28 further provides that the
Registrant shall not be obligated to indemnify any person for any
amounts which have been paid directly to such person by any
insurance maintained by the Registrant; and any indemnification
provided pursuant to said Bylaw 28 shall not be used as a source
of contribution to, or as a substitute for, or as a basis for
recoupment of any payments pursuant to, any indemnification
obligation or insurance coverage which is available from another
enterprise, and payments shall be required to be made thereunder,
only to the extent that the amounts in question have not been
fully paid by any indemnification obligation or insurance
coverage which is available from another enterprise.  The
Registrant has obtained directors and officers liability
insurance which (subject to certain limits and deductibles) (i)
insures officers and directors of the Registrant against loss
arising from certain claims made against them by reason of their
being directors or officers, and (ii) insures the Registrant
against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims. 
Such insurance provides coverage for certain matters as to which
the Registrant may not be permitted by law to provide
indemnification.
The indemnification authorized and provided for by the
Registrant's Articles of Incorporation and Bylaws is not
exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, agreement,
vote of shareholders or disinterested directors, policy of
insurance or otherwise, both as to action in their official
capacities and as to action in other capacities while holding
their respective offices.  

          The Registrant has entered into Indemnification
Agreements with each of its directors and executive officers
which provides for indemnification of the Registrant's directors
and executive officers in certain circumstances.  The
indemnification provided by the Indemnification Agreements is
broader in scope than that provided in the Registrant's
Certificate of Incorporation and Bylaws.  The Indemnification
Agreements provide that the Registrant's directors and officers
shall be indemnified to the fullest possible extent permitted by
law against all expenses (including attorneys' fees), judgments,
fines and settlement amounts, paid or incurred by them in any
action or proceeding, including any action or by or in the right
of the Registrant, on account of their service as a director or
officer of the Registrant or as a director or officer of any
subsidiary of the Registrant or as a director or officer of any
other company or enterprise when they are serving in such
capacities at the request of the Registrant.  No indemnity will
be provided to any director or officer on account of conduct
which is adjudged to be knowingly fraudulent, deliberately
dishonest or a knowing violation of law.  In addition, no
indemnification shall be provided if a final court adjudication
shall determine that such indemnification is not lawful, or in
respect of any suit in which judgment is rendered against a
director for an accounting of profits made from a purchase or
sale of securities of the Registrant in violation of Section
16(b) of the Securities Exchange Act of 1934 or of any similar
law, or on account of any remuneration paid to a director which
is adjudicated to have been paid in violation of law.

          For information regarding the Registrant's undertaking
to submit to adjudication the issue of indemnification for
violation of the securities laws, see "Undertakings," Item 9
hereof.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.  EXHIBITS.

     The Exhibits to this Registration Statement are listed in
the Exhibit Index on page 12 of this Registration Statement,
which Index is incorporated herein by reference.

     ITEM 9.  UNDERTAKINGS.

     A.   The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to
     this Registration Statement:

               (i)  To include any prospectus required
          by section 10(a)(3) of the Securities Act of
          1933;

               (ii) To reflect in the prospectus any
          facts or events arising after the effective
          date of the Registration Statement (or the
          most recent post-effective amendment thereof)
          which, individually or in the aggregate,
          represent a fundamental change in the
          information set forth in the Registration
          Statement;

               (iii) To include any material
          information with respect to the plan of
          distribution not previously disclosed in the
          Registration Statement or any material change
          to such information in the Registration
          Statement;

          Provided, however, that paragraphs (1)(i) and
     (1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by
     the Registrant pursuant to Section 13 or Section 15(d)
     of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration
     Statement.

          (2)  That, for the purpose of determining any
     liability under the Securities Act of 1933, each such
     post-effective amendment shall be deemed to be a new
     registration statement relating to the securities
     offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide
     offering thereof.

          (3)  To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of
     the offering.

     B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Columbia, State of Missouri, on May 1, 1997.

                              TOASTMASTER INC.

                              By /s/ Robert H. Deming         
                                   Robert H. Deming
                                   Chairman of the Board
                                   and Chief Executive Officer

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and appoints
Robert H. Deming, Daniel J. Stubler and John E. Thompson, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,
lawfully may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

     Signature and Title                          Date

/s/ Robert H. Deming                              May 1, 1997
Robert H. Deming
Chairman of the Board, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Daniel J. Stubler                             May 5, 1997
Daniel J. Stubler
President
Chief Operating Officer and Director

/s/ John E. Thompson                              May 5, 1997
John E. Thompson
Executive Vice President-Chief
Financial Officer, Treasurer and Director
(Principal Financial and Accounting Officer)

/s/ Edward J. Williams                            May 6, 1997
Edward J. Williams
Director

/s/ S B. Rymer, Jr.                               May 16, 1997
S B. Rymer, Jr.
Director

/s/ James L. Hesburgh                             May 2, 1997
James L. Hesburgh
Director
EXHIBIT INDEX

Exhibit No.                   Description                   Page
               
     4.1       Specimen Definitive Common Stock                         *
               Certificate (filed with Registrant's 
               Registration Statement on Form 8-B (File 
               No. 1-11007) as Exhibit 3.3 and 
               incorporated herein by reference).

     4.2       Promissory Note, dated November 21, 1989                 *
               (filed with the Registrant's Registration 
               Statement on Form S-1 (File No. 33-43932)
               as Exhibit 4.4 and incorporated herein 
               by reference).  

     4.3       Loan and Security Agreement,                             *
               dated as of November 19, 1993, 
               between Barclays Business Credit, 
               Inc. and the Registrant (filed with the 
               Registrant's Annual Report on Form 10-K 
               for the year ended December 31, 1993 as 
               Exhibit 10.1 and incorporated herein by 
               reference).

     4.3.1     First Amendment to Loan and                              *
               Security Agreement, dated as of 
               March 7, 1994, between Barclays Business 
               Credit, Inc. and the Registrant (filed with 
               the Registrant's Annual Report on Form 10-K 
               for the year ended December 31, 1993 as 
               Exhibit 10.1.1 and incorporated herein by 
               reference).

     4.3.2     Second Amendment to Loan and Security                    *
               Agreement, dated as of April 20, 1994,
               between the Registrant and Barclays Business
               Credit, Inc. (filed with the Registrant's
               Registration Statement on Form S-8
               (File No. 33-80208) as Exhibit 4.3.2 and
               incorporated herein by reference)
4.3.3     Assignment, Assumption and Third Amendment               *
               to Loan Agreement, dated as of June 23, 1994,
               among the Registrant's predecessor, the 
               Registrant and Barclays Business Credit, Inc.
               (filed with the Registrant's Registration
               Statement on Form 8-B (File No. 1-11007) as
               Exhibit 3.5.3 and incorporated herein by
               reference)

     4.3.4     Fourth Amendment to Loan and Security                    *
               Agreement,dated as of October 24, 1994, 
               between the Registrant and Barclays Business
               Credit, Inc. (filed with the Registrant's 
               Annual Report on Form 10-K for the
               year ended December 31, 1994 as Exhibit 10.1.4
               and incorporated herein by reference)

     4.3.5     Fifth Amendment to Loan and Security                     *
               Agreement, dated as of November 17, 1994, 
               between the Registrant and Barclays Business
               Credit, Inc. (filed with the Registrant's 
               Annual Report on Form 10-K for the
               year ended December 31, 1994 as Exhibit 10.1.5
               and incorporated herein by reference)

     4.3.6     Sixth Amendment to Loan and Security                     *
               Agreement,dated as of December 31, 1994, 
               between the Registrant and Shawmut Capital
               Corporation (filed with the Registrant's 
               Annual Report on Form 10-K for the
               year ended December 31, 1994 as Exhibit 10.1.6
               and incorporated herein by reference)

     4.3.7     Seventh Amendment to Loan and Security                   *
               Agreement, dated as of April 24, 1995, 
               between the Registrant and Shawmut Capital
               Corporation (filed with the Registrant's 
               Quarterly Report on Form 10-Q for the 
               quarter ended June 30, 1995 as Exhibit 10 and 
               incorporated herein by reference)

     4.3.8     Eighth Amendment to Loan and Security                    *
               Agreement, dated as of July 18, 1995, 
               between the Registrant and Shawmut Capital
               Corporation (filed with the Registrant's 
               Annual Report on Form 10-K for the
               year ended December 31, 1995 as Exhibit 10.1.8
               and incorporated herein by reference)
4.3.9     Ninth Amendment to Loan and Security                     *
               Agreement, dated as of March 28, 1996, 
               between the Registrant and Fleet Capital
               Corporation (filed with the Registrant's 
               Annual Report on Form 10-K for the
               year ended December 31, 1995 as Exhibit 10.1.9
               and incorporated herein by reference)

     4.3.10    Tenth Amendment to Loan and Security                     *
               Agreement, dated as of July 12, 1996, 
               between the Registrant and Fleet Capital
               Corporation (filed with the Registrant's
               Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1996 as Exhibit 10.1.10 and
               incorporated herein by reference)

     4.3.11    Eleventh Amendment to Loan and Security                  *
               Agreement, dated as of October 22, 1996,
               between the Registrant and Fleet Capital 
               Corporation (filed with the Registrant's 
               Quarterly Report on Form 10-Q for the
               quarter ended September 30, 1996 as Exhibit
                10.1.11 and incorporated herein by reference)

     4.3.12    Waiver and Twelfth Amendment to Loan and                 *  
               Security Agreement, dated as of February 21,
               1997, between the Registrant and Fleet Capital
               Corporation (filed with the Registrant's Annual 
               Report on Form 10-K for the year ended 
               December 31, 1996 as Exhibit 10.1.12 and 
               incorporated herein by reference).

     4.4       Toastmaster, Inc. 1997 Non-Employee                      *
               Directors Stock Option Plan (filed with the 
               Registrant's Annual Report on Form 10-K
               for the year ended December 31, 1996 as 
               Exhibit 10.24 and incorporated herein by 
               reference).

     4.5       Form of Toastmaster, Inc. 1997 Non-Employee             __
               Directors Stock Option Agreement.
5         Opinion of Stinson, Mag & Fizzell, P.C.,                __
               counsel for the Registrant, with 
               respect to the legality of the Registrant's 
               Common Stock being registered hereby.

     23.1      Consent of KPMG Peat Marwick LLP, the                   __
               Registrant's independent public accountants.

     23.2      Consent of Stinson, Mag & Fizzell, P.C., the            __
               Registrant's counsel (contained in the
               Opinion of Counsel filed herewith as 
               Exhibit 5).

     24.       Power of Attorney (included on signature                10
               page hereto).  
______________
*  Incorporated herein by reference