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): October 18, 1996

                                 --------------


                             BEST PRODUCTS CO., INC.
             (Exact name of registrant as specified in its charter)

          Virginia                     0-24178                  54-0853592
(State or  other jurisdiction   (Commission File Number)    (I. R. S. Employer
       of incorporation)                                    Identification No.)


 1400 Best Plaza, Richmond, Virginia                              23227-1125
(Address of principal executive offices)                          (Zip Code)


                                 (804) 261-2000
              (Registrant's telephone number, including area code)







Item 2.  Acquisition or Disposition of Assets.

         On October  10,  1996,  the  Company  announced  it had signed a letter
agreement  to sell  substantially  all of its retail  store-related  assets to a
combination  of  Schottenstein  Bernstein  Capital  Group,  LLC and Alco Capital
Group,  Inc. The letter and a copy of the press release issued by the Company on
October 10, 1996 reporting the signing of the agreement are attached as exhibits
hereto.



Item 5.  Other Events

         On  October  10,  1996,  the  Company  obtained  a final  order  by the
Bankruptcy Court for the Eastern District of Virginia  authorizing the Company's
full use of the $250 million  unsecured  debtor-in-possession  facility from CIT
Group/Business  Credit, Inc. A copy of the financing agreement is attached as an
exhibit hereto.



Item 7.  Financial Statements and Exhibits.

         (a)      Financial Statements of Business Acquired.

                  Not Applicable.

         (b)      Pro Forma Financial Information.

                  Not Applicable.

         (c)      Exhibits.

                  10.1     Signed  Letter,   including  the  Initial   Agreement
                  Exhibit,  dated October 10, 1996,  Setting Forth the Principal
                  Terms and  Conditions  upon which Best Products Co., Inc. will
                  Sell and upon which Schottenstein Bernstein Capital Group, LLC
                  and Alco Capital Group,  Inc. will Purchase  Substantially All
                  of the Assets of Best Products Co., Inc.

                  10.2     Revolving Credit Agreement, including the final court
                  order exhibit, dated as of October 1, 1996, among the Company,
                  various  lending   institutions  and  The  CIT  Group/Business
                  Credit, Inc., as agent.

                  99.      Press Release of the Company dated October 10, 1996.







                                    SIGNATURE



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



                                            BEST PRODUCTS CO., INC.



Date: October 18, 1996                      /s/ Daniel H. Levy
                                            ------------------
                                            Daniel H. Levy
                                            Chairman and Chief Executive Officer





                                  EXHIBIT INDEX

Exhibit
Number                                            Description

10.1     Signed Letter,  including the Initial Agreement Exhibit,  dated October
         10, 1996,  Setting Forth the Principal  Terms and Conditions upon which
         Best  Products  Co.,  Inc.  will  Sell  and  upon  which  Schottenstein
         Bernstein Capital Group, LLC and Alco Capital Group, Inc. will Purchase
         Substantially All of the Assets of Best Products Co., Inc.

10.2     Revolving  Credit  Agreement,  dated as of October  1, 1996,  among the
         Company,  various  lending  institutions  and  The  CIT  Group/Business
         Credit, Inc., as agent.

99.      Press Release of the Company dated October 10, 1996.