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


                                    FORM 10-Q


[X]           Quarterly Report Pursuant to Section 13 or 15(d) of the
              Securities Exchange Act of 1934
              For the quarterly period ended     MARCH 31, 1996
                                             ----------------------- 
                                                        or 

[ ]           Transition Report Pursuant to Section 13 or 15(d) of the
              Securities Exchange Act of 1934
              For the transition period from ___________ to ___________ 

              Commission File Number:   1-11962   
                                     ------------ 

                            COLEMAN WORLDWIDE CORPORATION
             (Exact name of registrant as specified in its charter)


                     DELAWARE                          13-3704484    
          (State or other jurisdiction of          (I.R.S. Employer  
           incorporation or organization)         Identification No.)


   1526 COLE BLVD., SUITE 300, GOLDEN, COLORADO         80401   
     (Address of principal executive offices)        (Zip Code) 


                                    303-202-2400          
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports) and (2) has been subject to 
such filing requirement for the past 90 days.    /X/  Yes       No 
                                                -----     -----    

The number of shares outstanding of the registrant's par value $1.00 common 
stock was 1,000 shares as of April 30, 1996, all of which were held by an 
indirect wholly-owned subsidiary of Mafco Holdings Inc.

                             Exhibit Index on Page 13.




                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES


                                      INDEX



                         PART I.  FINANCIAL INFORMATION             Page 
                                                                    ---- 

Item 1.   Condensed Consolidated Financial Statements:

            Condensed Consolidated Statements of Earnings
             Three months ended March 31, 1996 and 1995               3 

            Condensed Consolidated Balance Sheets
             March 31, 1996 and December 31, 1995                     4 

            Condensed Consolidated Statements of Cash Flows
             Three months ended March 31, 1996 and 1995               5 

            Notes to Condensed Consolidated Financial Statements      6 

Item 2.     Management's Discussion and Analysis of Financial 
             Condition and Results of Operations                      9 


                           PART II.  OTHER INFORMATION


Item 1.     Legal Proceedings                                        13 

Item 6.     Exhibits and Reports on Form 8-K                         13 

            Signatures                                               14 











                                      2 



                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES

              ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                 (In thousands)
                                   (Unaudited)

                                                          THREE MONTHS    
                                                         ENDED MARCH 31,  
                                                       ------------------ 
                                                         1996      1995   
                                                       --------  -------- 
Net revenues . . . . . . . . . . . . . . . . . . . .   $273,560  $224,024 
Cost of sales. . . . . . . . . . . . . . . . . . . .    192,594   155,528 
                                                       --------   ------- 
Gross profit . . . . . . . . . . . . . . . . . . . .     80,966    68,496 
Selling, general and administrative expenses . . . .     46,776    39,638 
Interest expense . . . . . . . . . . . . . . . . . .     11,056     8,399 
Amortization of goodwill and deferred charges. . . .      2,392     2,017 
Other (income), net. . . . . . . . . . . . . . . . .     (2,721)     (150)
                                                       --------   ------- 
Earnings before income taxes, minority interest 
 and extraordinary item. . . . . . . . . . . . . . .     23,463    18,592 
Provision for income taxes . . . . . . . . . . . . .      8,692     7,037 
Minority interest. . . . . . . . . . . . . . . . . .      2,535     2,270 
                                                       --------   ------- 
Earnings before extraordinary item . . . . . . . . .     12,236     9,285 
Extraordinary loss on early extinguishment of 
 debt, net of income tax benefit . . . . . . . . . .       (582)       -- 
                                                       --------   ------- 
Net earnings . . . . . . . . . . . . . . . . . . . .   $ 11,654   $ 9,285 
                                                       --------   ------- 
                                                       --------   ------- 












            See Notes to Condensed Consolidated Financial Statements



                                       3 



                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                  (Unaudited)

                                                        MARCH 31,  DECEMBER 31,
                                                          1996         1995    
                                                        ---------  ------------
                             ASSETS
Current assets:
  Cash and cash equivalents. . . . . . . . . . . . . . $    6,816  $  12,065 
  Accounts receivable, net . . . . . . . . . . . . . .    262,656    165,309 
  Inventories  . . . . . . . . . . . . . . . . . . . .    257,886    216,236 
  Deferred tax assets. . . . . . . . . . . . . . . . .     21,485     20,481 
  Prepaid assets and other . . . . . . . . . . . . . .     25,641     22,420 
                                                       ----------   -------- 
    Total current assets . . . . . . . . . . . . . . .    574,484    436,511 
Property, plant and equipment, net . . . . . . . . . .    169,677    162,691 
Intangible assets related to businesses 
 acquired, net . . . . . . . . . . . . . . . . . . . .    264,158    225,247 
Note receivable - affiliate. . . . . . . . . . . . . .     50,685     50,685 
Deferred tax assets and other. . . . . . . . . . . . .     25,558     31,255 
                                                       ----------   -------- 
                                                       $1,084,562   $906,389 
                                                       ----------   -------- 
                                                       ----------   -------- 

         LIABILITIES AND STOCKHOLDER'S EQUITY        
Current liabilities:
Accounts and notes payable . . . . . . . . . . . . . . $  133,274   $ 90,679 
Other current liabilities. . . . . . . . . . . . . . .     48,778     59,213 
                                                       ----------   -------- 
    Total current liabilities. . . . . . . . . . . . .    182,052    149,892 
Long-term debt . . . . . . . . . . . . . . . . . . . .    645,025    519,640 
Income taxes payable - affiliate . . . . . . . . . . .     43,528     37,846 
Other liabilities. . . . . . . . . . . . . . . . . . .     47,856     48,072 
Minority interest. . . . . . . . . . . . . . . . . . .     52,390     49,266 

Contingencies. . . . . . . . . . . . . . . . . . . . .              

Stockholder's equity:
  Common stock . . . . . . . . . . . . . . . . . . . .          1          1 
  Additional paid-in capital . . . . . . . . . . . . .     23,486     23,496 
  Retained earnings. . . . . . . . . . . . . . . . . .     89,477     77,823 
  Currency translation adjustment. . . . . . . . . . .        747        353 
                                                       ----------   -------- 
    Total stockholder's equity . . . . . . . . . . . .    113,711    101,673 
                                                       ----------   -------- 
                                                       $1,084,562   $906,389 
                                                       ----------   -------- 
                                                       ----------   -------- 



            See Notes to Condensed Consolidated Financial Statements



                                        4 




                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                          THREE MONTHS     
                                                         ENDED MARCH 31,   
                                                      -------------------- 
                                                        1996         1995  
                                                      ---------    ------- 
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings. . . . . . . . . . . . . .  . . . . . .  $  11,654   $  9,285 
                                                      ---------   -------- 
Adjustments to reconcile net earnings to net cash 
 flows from operating activities:
  Depreciation and amortization. . . . . . . . . . .     7,733       6,348 
  Non-cash tax sharing agreement provision . . . . .     5,682       4,234 
  Minority interest. . . . . . . . . . . . . . . . .     2,535       2,270 
  Interest accretion . . . . . . . . . . . . . . . .     2,976       2,789 
  Non-cash gain on LYONs conversion. . . . . . . . .    (2,751)         -- 
  Extraordinary loss on early extinguishment 
   of debt . . . . . . . . . . . . . . . . . . . . .       986          -- 
  Change in assets and liabilities:
    Increase in receivables. . . . . . . . . . . . .   (84,659)    (67,109)
    Increase in inventories. . . . . . . . . . . . .   (28,420)    (28,165)
    Increase in accounts payable . . . . . . . . . .     8,741      10,582 
    Other, net . . . . . . . . . . . . . . . . . . .   (17,323)       (409)
                                                      ---------   -------- 
                                                      (104,500)    (69,460)
                                                      ---------   -------- 
Net cash used by operating activities. . . . . . . .   (92,846)    (60,175)
                                                      ---------   -------- 
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . .    (6,866)     (5,619)
Purchases of businesses, net of cash acquired. . . .   (60,132)         -- 
Increase in note receivable - affiliate. . . . . . .        --     (10,734)
Proceeds from sale of fixed assets . . . . . . . . .       186         273 
                                                      ---------   -------- 
Net cash used by investing activities. . . . . . . .   (66,812)    (16,080)
                                                      ---------   -------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from revolving credit agreement 
 borrowings. . . . . . . . . . . . . . . . . . . . .    125,713     54,900 
Net change in short-term borrowings. . . . . . . . .     29,611     17,775 
Repayment of long-term debt. . . . . . . . . . . . .       (172)    (2,270)
Purchases of Company common stock. . . . . . . . . .     (2,329)        -- 
Proceeds from stock options exercised. . . . . . . .        967      3,410 
Other, net . . . . . . . . . . . . . . . . . . . . .        (10)        17 
                                                      ---------   -------- 
Net cash provided by financing activities. . . . . .    153,780     73,832 
                                                      ---------   -------- 
Effect of exchange rate changes on cash. . . . . . .        629     (2,471)
                                                      ---------   -------- 
Net decrease in cash and cash equivalents. . . . . .     (5,249)    (4,894)
Cash and cash equivalents at beginning of the 
 period. . . . . . . . . . . . . . . . . . . . . . .     12,065      8,319 
                                                      ---------   -------- 
Cash and cash equivalents at end of the period . . .  $   6,816   $  3,425 
                                                      ---------   -------- 
                                                      ---------   -------- 

            See Notes to Condensed Consolidated Financial Statements

                                     5 



                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
                     (In thousands, except share data)
                                (Unaudited)

1.   BASIS OF FINANCIAL STATEMENT PRESENTATION

     Coleman Worldwide Corporation ("Coleman Worldwide") is a holding company 
formed in March 1993 in connection with the offering of Liquid Yield OptionTM 
Notes due 2013 (the "LYONs"TM).  Coleman Worldwide also holds 22,033,760 
shares of the common stock of The Coleman Company, Inc. (the "Company" or 
"Coleman") which represents approximately 83% of the outstanding Coleman 
common stock as of March 31, 1996.  

     The accompanying unaudited condensed consolidated financial statements 
of Coleman Worldwide have been prepared in accordance with generally accepted 
accounting principles for interim financial information and with the 
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, 
they do not include all of the information and footnotes required by 
generally accepted accounting principles for complete financial statements.  
In the opinion of management, all adjustments (consisting of normal recurring 
accruals) considered necessary for a fair presentation have been included.  
Operating results for the three months ended March 31, 1996 are not 
necessarily indicative of the results that may be expected for the year ended 
December 31, 1996. The balance sheet at December 31, 1995 has been derived 
from the audited financial statements for that date but does not include all 
of the information and footnotes required by generally accepted accounting 
principles for complete financial statements.  For further information, refer 
to the consolidated financial statements and footnotes thereto included in 
the Coleman Worldwide's annual report on Form 10-K for the year ended 
December 31, 1995.

2.   INVENTORIES

     The components of inventories consist of the following: 

                                                   MARCH 31,  DECEMBER 31, 
                                                     1996         1995     
                                                   ---------  ------------ 
               Raw material and supplies . . .     $ 72,450     $ 57,653 
               Work-in-process . . . . . . . .        7,118        5,389 
               Finished goods. . . . . . . . .      178,318      153,194 
                                                   --------     -------- 
                                                   $257,886     $216,236 
                                                   --------     -------- 
                                                   --------     -------- 

3.   ACQUISITIONS

     On January  2, 1996, the Company purchased substantially all the assets 
and assumed certain liabilities of Seatt Corporation ("Seatt"), a leading 
designer, manufacturer and distributor of a broad range of safety related 
electronic products for residential and commercial applications.  The Seatt 
acquisition, which was accounted for under the purchase method, was completed 
for approximately $64,982 including fees and expenses and was financed 
through borrowings under the Company Credit Agreement, and assumption of 
certain liabilities in the amount of $7,157 by the Company.  The results of 
operations of Seatt have been  included in the consolidated financial 
statements from the date of acquisition.  In connection with the preliminary 
purchase price allocation of the Seatt acquisition, the Company recorded 
goodwill of approximately $37,821.  The Company is amortizing this amount 
over 40 years.

                                     6 



                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
                     (In thousands, except share data)
                                (Unaudited)

     The following summarized, unaudited pro forma results of operations for 
the three months ended March 31,1995 assumes the acquisition of Seatt 
occurred as of the beginning of 1995.  The pro forma results do not purport 
to be indicative of what would have occurred had the Seatt acquisition been 
consummated at the beginning of 1995.  Moreover, the pro forma information is 
not intended to be indicative of future results of operations.

                                                THREE MONTHS ENDED 
                                                      MARCH 31,    
                                                        1995       
                                                ------------------ 
     Net revenues. . . . . . . . . . . . .            $238,185 
     Net earnings. . . . . . . . . . . . .               9,374 

     On February 28, 1996, the Company and Butagaz S.N.C. ("Butagaz"), a 
subsidiary of Societe de Petroles Shell S.A., jointly announced they had 
entered into an agreement in connection with the sale to Coleman of 60 
percent of the outstanding shares of Application des Gaz, S.A. ("ADG" or 
"Camping Gaz") at a price of French Franc 404 per share (approximately $81 
per share at the then current exchange rate) or approximately $58,000 in the 
aggregate.  Coleman has the right to purchase the balance of Butagaz' 10 
percent economic interest at a later date at the same price per share of 
French Franc 404, with Butagaz retaining a seat on the board of ADG. The 
transaction is subject to several conditions and once these have been 
satisfied, the purchase of the remaining 30 percent of the outstanding shares 
of Camping Gaz held by ADG public shareholders shall be proposed through a 
tender offer at the same price of French Franc 404 per share. The Company 
expects the conditions to the acquisition will be satisfied and expects to 
complete the acquisition of Camping Gaz late in the second quarter of 1996.  
Camping Gaz has a significant presence in the market for camping equipment in 
Europe and has recently pursued its development internationally.  The 
Company's current intention is to finance the Camping Gaz acquisition through 
a private placement issuance of approximately $160,000 aggregate principal 
amount senior notes due in 2008.  The Company is currently in the process of 
reviewing its integration alternatives with respect to the combination of the 
business operations of Coleman and Camping Gaz.  The conclusions of the 
review could result in a charge against earnings in 1996.

4.   SUBSEQUENT EVENTS

     On April 30, 1996, the Company amended the Company Credit Agreement to 
revise several of the terms and provisions of the Company Credit Agreement 
and to allow for the issuance of additional long-term notes. The Company 
Credit Agreement, as amended, provides for (a) an unsecured French Franc term 
loan in the amount of French Franc 385,125 ($75,000 at the then current 
exchange rates) and (b) an unsecured revolving credit facility of $275,000.  
The Company Credit Agreement, as amended, is available to the Company until 
April 30, 2001.

     The outstanding loans under the Company Credit Agreement bear interest 
at either of the following rates, as selected by the Company from time to 
time:  (i) the higher of the agent's base lending rate or the federal funds 
rate plus .50% or (ii) the London Inter-Bank Offered Rate ("LIBOR") plus a 
margin ranging from .25% to 1.1% based on the Company's financial 
performance. If there is a default, the interest rate otherwise in effect 
will be increased by 2% per annum and the margin will be 1.0% in the case of 
U.S. Dollar denominated LIBOR loans and 1.1% for foreign currency denominated 
LIBOR loans. The Company Credit Agreement also bears an overall facility fee 
ranging from .15% to .375% based on the Company's financial performance.

                                     7 



                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
                     (In thousands, except share data)
                                (Unaudited)

     The amended Company Credit Agreement contains various restrictive 
covenants, including without limitation, requirements for the maintenance of 
specified financial ratios and levels of consolidated net worth and certain 
other provisions limiting the incurrence of additional debt, purchase or 
redemption of Coleman Common Stock, issuance of Coleman Preferred Stock, and 
the payment of dividends.  Under the most restrictive of these covenants of 
the amended Company Credit Agreement, approximately $69,860 would have been 
available for payment by the Company of cash dividends at March 31, 1996.

     In connection with the amending and restating of the Company's previous 
credit agreement, the Company  will recognize an extraordinary loss of 
approximately $1,078 ($652 after taxes, or $0.03 per share) in the quarter 
ended June 30, 1996, which represents a write-off of the related unamortized 
financing costs associated with the Company's previous credit agreement.

5.   CONTINGENCIES

     On July 22, 1993, Coleman Worldwide's parent, Coleman Holdings Inc., 
("Coleman Holdings") issued and sold $281,281 principal amount at maturity of 
Senior Secured Discount Notes due 1998 (the "Old Notes") in a private 
placement offering.  Subsequent to the private placement offering, a 
registration statement on Form S-1 was filed to exchange the Old Notes for 
Series B Senior Secured Discount Notes (the "Notes").

     The Notes will mature on May 27, 1998 and are secured by all the shares 
of Coleman Worldwide.  In connection with Coleman Holdings' Notes issuance, 
Coleman Worldwide has provided a non-recourse guaranty, which is secured by 
its pledge of 13,000,000 shares of Coleman Common Stock.  There will be no 
periodic payment of interest on the Notes.  The aggregate principal amount of 
the Notes represents a yield to maturity of 10.875% per annum (computed on a 
semi-annual bond equivalent basis) calculated from July 22, 1993.












                                     8 



                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

     Coleman Worldwide is a holding company with no business operations or 
source of income of its own.  Accordingly, except as otherwise indicated, the 
following discussion relates to the results of operations of the Company.

RESULTS OF OPERATIONS

     Net revenues in the 1996 and 1995 periods were $273.6 million and $224.0 
million, respectively, an increase of $49.6 million, or 22.1%.  All classes 
of the Company's products contributed to this increase with recreation 
products increasing by $15.2 million, hardware/home center products 
contributing $16.5 million, and  the Company's new class of home safety and 
security products recording revenues of $17.9 million.  Net revenues in the 
United States and Canada increased 24.7%, and net revenues from international 
markets increased 14.3%.

     Recreation products revenues reflect strong growth in sleeping bags, 
tents and camping accessories and along with sales of Sierra camp furniture 
products, a business acquired in July 1995, helped offset a decline in 
revenues from cooler and jugs which is primarily attributable to a large 
thermo-electric cooler premium promotion in the 1995 period which was not 
repeated in 1996.  The increase in sales of the Company's hardware/home 
center products include strong sales of generators as a result of the winter 
weather and continued growth in pressure washer revenues as the overall 
pressure washer market continues to grow and become more competitive.  Total 
revenues in the 1996 period also include revenues from home safety and 
security products associated with the Seatt business, which was acquired in 
January 1996. Seatt revenues exceeded expectations and were up when compared 
to Seatt's respective period in 1995.   International revenues were adversely 
affected by the unfavorable translation of foreign revenues, primarily in 
Japan, due to the strengthening of the U.S. dollar in the 1996 period as 
compared to the 1995 period.

     Cost of sales was $192.6 million in 1996 compared with $155.5 million in 
1995, an increase of 23.8%.  Cost of sales as a percent of net revenues 
increased to 70.4% in 1996 from 69.4% in 1995.  The increase in cost of sales 
as a percent of net revenues is primarily because of the effects of the mix 
of products sold, as revenues from lower margin products, primarily electric 
pressure washers, grew faster than other categories of products which carry 
higher margins.

     Selling, general and administrative ("SG&A") expenses were $46.7 million 
in 1996 compared to $39.6 million in 1995, an increase of 18.0%.  SG&A 
expenses as a percent of net revenues improved to 17.1% in 1996 from 17.7% in 
1995 as revenues grew faster than the growth in SG&A expenses.  The increase 
in SG&A expenses primarily reflects SG&A expenses associated with recent 
business acquisitions and to a lesser extent increased advertising, marketing 
and administrative expenses.

     The Company's interest expense was $8.1 million in 1996 compared with 
$5.6 million in 1995, an increase of $2.5 million. This increase was 
primarily the result of higher borrowings to fund business acquisitions and 
support the increase in working capital.  On an unconsolidated basis, Coleman 
Worldwide had an additional $3.0 million of interest expense in 1996 compared 
with $2.8 million in 1995, an increase of $0.2 million.  This increase is a 
result of the effects of compounding interest related to the LYONs.

     During the three months ended March 31, 1996, holders of LYONs with a 
principal amount at maturity of $9.4 million elected to exchange such LYONs 
pursuant to the terms of the LYONs indenture.  In connection with these 
exchanges, Coleman Worldwide delivered 74,107 shares of Coleman Common Stock 
that Coleman Worldwide owned to the holders of the LYONs which were 
exchanged. Coleman Worldwide recognized a gain of $2.7 million in connection
with these exchanges and which is reflected in other income.  Coleman Worldwide



                                     9 



                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES


also recognized an extraordinary loss on early extinguishment of debt as a 
result of the LYONs exchange in an amount of $1.0 million ($0.6 million after 
tax).  This extraordinary loss represents i) the excess fair value of the 
property delivered by Coleman Worldwide to the holders of the LYONs which 
were exchanged over the accreted value of the LYONs obligations at the time 
of the exchange, along with ii) a pro-rata portion of the related unamortized 
financing costs associated with the LYONs issuance.

     Minority interest represents the minority stockholders' proportionate 
share of the results of operations of the Company, which is reflected on 
Coleman Worldwide's consolidated financial statements because of Coleman 
Worldwide's approximate 83% ownership of Coleman's common stock. Minority 
interest increased in 1996 due to an increase in the Company's income in 1996.

     The Company's effective income tax rate was 37.0% in 1996 compared with 
38.4% in 1995. Coleman Worldwide's consolidated effective income tax rate was 
37.0% in 1996 compared with 37.8% in 1995. In each case, the decrease in the 
effective tax rate in 1996 as compared to 1995 is primarily due to tax 
benefits associated with the Company's manufacturing operations in Puerto 
Rico.

LIQUIDITY AND CAPITAL RESOURCES

     Cash flows used in Coleman Worldwide's consolidated operations were 
$92.8 million and $60.2 million for the three months ended March 31, 1996 and 
1995, respectively.  Cash used during these periods reflects the Company's 
seasonal working capital requirements associated with generally higher sales 
in the first quarter of the year as compared to the fourth quarter of the 
year. Receivables increased by $84.7 million and $67.1 million for the three 
months ended March 31, 1996 and 1995, respectively, as a result of the 
seasonality of the Company's sales and an increase in the overall level of 
the Company's sales. Inventories increased by $28.4 million in the three 
months ended March 31, 1996 to support the growth of the Company, especially 
in the camping accessory and lighting products.  Coleman Worldwide's  net 
cash used for investing activities was $66.8 million and $16.1 million for 
the three months ended March 31, 1996 and 1995, respectively.  The Company's 
capital expenditures were $6.9 million and $5.6 million in the three months 
ended March 31, 1996 and 1995, respectively.  The Company used $60.1 million 
of cash for a business acquisition during the three months ended March 31, 
1996.  The increase in capital expenditures reflects the addition of 
equipment to expand the Company's capacity to manufacture certain of its 
products lines.  Net advances to Mafco Holdings Inc. under the Coleman 
Worldwide tax sharing agreement and the terms of the LYONs trust indenture 
were $10.7 million during the three months ended March 31, 1995.  Net cash 
provided by financing activities for the three months ended March 31, 1996 
consisted primarily of increases in long-term and short-term borrowings to 
finance the seasonal increase in working capital and the Company's investing 
activities.

     The Company's working capital requirements are currently funded by cash 
flow from operations and domestic and foreign bank lines of credit.  In April 
1996, the Company amended its previous credit agreement to allow for the 
Camping Gaz acquisition as well as to extend the maturity of the credit 
agreement (the "Company Credit Agreement").  The Company Credit Agreement 
provides a term loan of French Franc 385,125 ($75.0 million at the then 
current exchange rates) and a revolving credit facility in an amount of 
$275.0 million. Availability under the Company Credit Agreement is reduced by 
any commercial paper borrowings outstanding.  The Company Credit Agreement is 
available to the Company until April 30, 2001.  At March 31, 1996, $70.7 
million would have been available for borrowings under the Company Credit 
Agreement.

     The outstanding loans under the Company Credit Agreement bear interest 
at either of the following rates, as selected by the Company from time to 
time:  (i) the higher of the agent's base lending rate or the federal funds 
rate plus .50% or (ii) the London Inter-Bank Offered Rate ("LIBOR") plus a 
margin ranging from .25% to 1.1% based on the Company's financial 
performance. If there is a default, the interest rate otherwise in effect 
will be increased by 2% per annum and the margin will be 1.0% for in the case 
of U.S. Dollar denominated LIBOR loans 

                                     10 



                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES


and 1.1% for foreign currency denominated LIBOR loans. The Company Credit 
Agreement also bears an overall facility fee ranging from .15% to .375% based 
on the Company's financial performance.

     The Company Credit Agreement contains various restrictive covenants, 
including without limitation, requirements for the maintenance of specified 
financial ratios and levels of consolidated net worth and certain other 
provisions limiting the incurrence of additional debt, purchase or redemption 
of Coleman Common Stock, issuance of Coleman Preferred Stock, and the payment 
of dividends.  Under the most restrictive of these covenants of the Company 
Credit Agreement, approximately $69.9 million would have been available for 
payment by the Company of cash dividends at March 31, 1996.

     In connection with the amending of the Company's credit agreement, the 
Company  will recognize an extraordinary loss of approximately $1.1 million 
($0.7 million after taxes, or $0.03 per share) in the quarter ended June 30, 
1996, which represents a write-off of the related unamortized financing costs 
associated with the Company's credit agreement.

     Coleman Worldwide and its parent, Coleman Holdings Inc., have entered 
into borrowing agreements which are collateralized by the Company's common 
stock. 

     The Company expects that the combination of the cash flow generated by 
its operations and borrowings under the Company Credit Agreement will be 
sufficient to enable it to meet its current operating requirements, including 
projected capital expenditures, tax sharing payments and other obligations.  

     On February 28, 1996, the Company and Butagaz S.N.C. ("Butagaz"), a 
subsidiary of Societe de Petroles Shell S.A., jointly announced they had 
entered into an agreement in connection with the sale to Coleman of 60 
percent of the outstanding shares of Application des Gaz, S.A. ("ADG" or 
"Camping Gaz") at a price of French Franc 404 per share (approximately $81 
per share at the then current exchange rate) or approximately $58.0 million 
in the aggregate.  Coleman has the right to purchase the balance of Butagaz' 
10 percent economic interest at a later date at the same price per share of 
French Franc 404, with Butagaz retaining a seat on the board of ADG. The 
transaction is subject to several conditions and once these have been 
satisfied, the purchase of the remaining 30 percent of the outstanding shares 
of Camping Gaz held by ADG public shareholders shall be proposed through a 
tender offer at the same price of French Franc 404 per share. The Company 
expects the conditions to the acquisition will be satisfied and expects to 
complete the acquisition of Camping Gaz late in the second quarter of 1996.  
Camping Gaz has a significant presence in the market for camping equipment in 
Europe and has recently pursued its development internationally.  The 
Company's current intention is to finance the Camping Gaz acquisition through 
a private placement issuance of approximately $160.0 million aggregate 
principal amount senior notes due in 2008.  The Company is currently in the 
process of reviewing its integration alternatives with respect to the 
combination of the business operations of Coleman and Camping Gaz.  The 
conclusions of the review could result in a charge against earnings in 1996.

     The Company uses a variety of derivative financial instruments to manage 
its foreign currency and interest rate exposures.  The Company does not 
speculate on interest rates or foreign currency rates.  Instead it uses 
derivatives when implementing its risk management strategies to reduce the 
possible effects of these exposures.

     With respect to foreign currency exposures the Company principally uses 
forward and option contracts to reduce risks arising from firm commitments, 
anticipated intercompany sales transactions and intercompany receivable and 
payable balances.  The Company generally uses interest rate swaps and 
interest rate caps to fix certain of its variable rate debt.  The Company 
manages credit risk related to these derivative contracts through credit 
approvals, exposure limits and other monitoring procedures.

     Coleman Worldwide is a holding company with no business operations or 
source of income of its own, 

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                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES


and its ability to meet its obligations with respect to the LYONs and any 
other obligations is contingent upon distributions from the Company, 
including payments under the Company tax sharing agreement, capital 
contributions or loans from its direct and indirect parent companies, other 
borrowings and proceeds from the disposition of Coleman Common Stock owned by 
Coleman Worldwide.  As the holder of approximately 83% of the capital stock 
of the Company, Coleman Worldwide has the ability to cause the Company to 
make distributions up to the maximum amount permitted by law, subject to 
limitations in the debt instruments of the Company.  However, Coleman 
Worldwide currently expects that, for the foreseeable future, the net 
earnings and cash flows of the Company will be retained and used in the 
business of the Company and that Coleman Worldwide will not receive any 
distributions from the Company other than payments under the Company's tax 
sharing agreement.  Furthermore, the terms of the Company Credit Agreement 
may limit its ability to pay dividends or make other payments to Coleman 
Worldwide.  The receipt by Coleman Worldwide of tax sharing payments from the 
Company will cease upon Coleman Worldwide's ownership interest in Coleman 
falling below 80%, and the Indenture does not require Coleman Worldwide to 
own more than a majority of the Coleman Common Stock. Pursuant to the LYONs 
indenture agreement, at any time that the LYONs are outstanding, the amounts 
that Coleman Worldwide would be required to pay to Mafco under the Worldwide 
Tax Sharing Agreement, together with any remaining funds paid to Coleman 
Worldwide by the Company under the tax sharing agreement between Coleman 
Worldwide and the Company, may not be paid as tax sharing payments, but 
Coleman Worldwide may advance such funds to Mafco as long as the aggregate 
amount of such advances at any time does not exceed the issue price plus 
accrued OID of the LYONs.  Such advances are evidenced by noninterest bearing 
unsecured demand promissory notes from Mafco in the amount of $50.7 million 
at March 31, 1996.

     Coleman Worldwide currently anticipates that in order to pay the 
principal amount at maturity of the LYONs, to redeem the LYONs or to 
repurchase the LYONs for cash, including upon a Purchase Date (as defined) or 
upon the occurrence of any Additional Purchase Right Event (as defined), 
Coleman Worldwide will be required to adopt one or more alternatives, such as 
seeking capital contributions or loans from its direct and indirect parent 
companies, refinancing its indebtedness or disposing of Coleman Common Stock 
owned by Coleman Worldwide (which disposition could result in tax sharing 
payments ceasing to be available to Coleman Worldwide).  None of the 
affiliates of Coleman Worldwide will be required to make any capital 
contributions or other payments to Coleman Worldwide with respect to Coleman 
Worldwide's obligations on the LYONs, nor has any affiliate of Coleman 
Worldwide or any other person guaranteed the obligations of Coleman Worldwide 
with respect to the LYONs. There can be no assurance that any of the 
foregoing actions could be effected on satisfactory terms, that they would be 
sufficient to enable Coleman Worldwide to make any payments in respect of the 
LYONs when required or that any of such actions would be permitted by the 
terms of the Indenture or, with respect to sales of Coleman Common Stock, the 
debt instruments of the Company then in effect.

SEASONALITY 

     The Company's sales generally are highest in the second quarter of the 
year and lowest in the fourth quarter.  As a result of this seasonality, the 
Company has generally incurred a loss in the fourth quarter.  The Company's 
sales may be affected by weather conditions, especially during the second and 
third quarters of the year.










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                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES



                          PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

              Exhibit Index                       Description
              -------------                       -----------
              4.1           Amendment No. 1 dated as of April 30, 1996 to
                            the Amended and Restated Credit Agreement dated as
                            of August 3, 1996 among the Company, the Lenders 
                            party thereto, the Issuing Bank, the Agent, and the
                            Co-Agents (the  "Company Credit Agreement"); 
                            (incorporated by reference to Exhibit 4.1 to The 
                            Coleman Company Inc.'s Form 10-Q for the period 
                            ended March 31,  1996 (the "Company's March 31, 1996
                            Form 10-Q")).
                 
              4.2           Amendment No. 2 dated as of April 30, 1996 to the 
                            Company Credit Agreement; (incorporated by reference
                            to Exhibit 4.2 to the Company's March 31, 1996 Form
                            10-Q).

                                MANAGEMENT CONTRACTS AND COMPENSATORY PLANS

             10.1           Employment Agreement dated as of January 1, 1996
                            between the Company and Patrick McEvoy;
                            (incorporated by reference to Exhibit 10.1 to
                            the Company's March 31, 1996 Form 10-Q).

             10.2           Corrected and Restated Employment Agreement
                            dated as of January 1, 1996 between the Company
                            and Michael N. Hammes; (incorporated by
                            reference to Exhibit 10.2 to the Company's March
                            31, 1996 Form 10-Q).

             10.3           The Coleman Retirement Salaried Incentive
                            Savings Plan; (incorporated by reference to
                            Exhibit 10.3 to the Company's March 31, 1996
                            Form 10-Q).

             27.1           Financial Data Schedule.

             (b)            Reports on Form 8-K

                  A report on Form 8-K was filed on January 12, 1996 to 
             disclose the purchase of assets andassumption of certain 
             liabilities of Seatt Corporation ("Seatt") and to provide the 
             financial statements and information required by Item 7(a) in 
             connection with the Company's acquisition of Seatt.

                  A report on Form 8-K/A was filed on March 17, 1996 to provide
             the information required by Item 7(b) in connection with the 
             Company's acquisition of Seatt.

                                     13 



                 COLEMAN WORLDWIDE CORPORATION AND SUBSIDIARIES



                                 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, thereunto duly authorized.

                                           COLEMAN WORLDWIDE CORPORATION     
                                                   (Registrant)



Date:        May 13, 1996                 By:    /s/  George Mileusnic        
      -------------------------              ---------------------------------
                                              George Mileusnic                
                                              Executive Vice President and    
                                              Chief Financial Officer         

















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