UNITED STATES 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): April 10, 1997




                               ERO, Inc.
             (Exact name of registrant as specified in its charter)
        
                                0-19942
                       Commission File Number

            Delaware                                      36-3573286
(State or other jurisdiction of incorporation            (IRS Employer
           or organization)                          Identification Number)
          

            585 Slawin Court, Mount Prospect, Illinois 60056-2183      
        (Address of principal executive offices, including zip code)


                          (847) 803-9200
         (Registrant's telephone number, including area code)


Item 5. Other Events

On April 10, 1997, ERO, Inc. (the "Company") executed a definitive merger
agreement with Hedstrom Corporation ("Hedstrom") and HC Acquisition Corp.
Under the terms of the merger agreement, Hedstrom agreed to promptly commence
a cash tender offer (the "Offer") for all of the outstanding shares of the
Company's common stock for $11.25 per share.  The Company has approximately
11.7 million fully diluted shares outstanding.  The merger agreement also
required Hedstrom to complete a second-step merger in which remaining shares
not acquired in the Offer will be converted into the right to receive $11.25
per share in cash subject to certain conditions.

On April 11, 1997, the Company issued a press release announcing the above
described event.  The text of the attached release is incorporated herein by
reference.  Further information concerning the Offer and the merger will be
contained in Hedstrom's Offer to Purchase, which is expected to be filed
with the Securities and Exchange Commission on April 17, 1997, and the
Company's Schedule 14D-9 Solicitation/Recommendation Statement, which
will be filed promptly after the time the Offer to Purchase is filed.


SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        ERO, Inc.

Date: April 16, 1997                    By:/S/ Mark D. Renfree
                                           _________________________________
                                           Name:  Mark D. Renfree
                                           Title: Senior Vice President and
                                                  Chief Financial Officer 


                           EXHIBIT INDEX

Exhibit 
Number     Description of Document

99.1       Press Release dated April 11, 1997