Exhibit 99.1

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
    of Premark International, Inc.:

In our opinion, the consolidated financial statements for the year ended
December 28, 1996 (listed in the financial table of contents appearing
on page 29 of this Form 10-K Annual Report under the heading "Financial
Statements") present fairly, in all material respects, the results of
operations and cash flows of Premark International, Inc. and its subsidiaries
for the year ended December 28, 1996, in conformity with generally accepted 
accounting principles.  These financial statements are the responsibility of
the Company's management; our responsibility is to express an opinion on 
these financial statements based on our audit.  We conducted our audit of 
these statements in accordance with generally accepted auditing standards 
which require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for the opinion expressed above.  We
have not audited the consolidated financial statements of Premark
International, Inc. for any period subsequent to December 28, 1996.


PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois
February 14, 1997