SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1994
Commission file number 1-7272

KERR GROUP, INC.
----------------
(Exact name of Registrant as specified in its charter)

Delaware 95-0898810
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication Number)

1840 Century Park East, Los Angeles, California 90067
----------------------------------------------- ---------------
(Address of principal executive office) (Zip Code)

Registrant's telephone number,
including area code: (310) 556-2200
--------------

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
------------------- -------------------

Common Stock New York Stock Exchange
$1.70 Class B Cumulative Convertible
Preferred Stock, Series D New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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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 requirements for the past 90 days. Yes X No. .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ].

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, as of March 7, 1995, was $28,645,000.

The number of shares of the Registrant's Common Stock, $.50 par value,
outstanding as of March 7, 1995, was 3,677,095.

DOCUMENTS INCORPORATED BY REFERENCE

Part(s) Into
Document Which Incorporated
-------- ------------------

(1) Annual Report to Stockholders Part I; Part II;
for the fiscal year ended Part IV
December 31, 1994. With the
exception of the pages of the
Annual Report to Stockholders
specifically incorporated by
reference herein, the Annual
Report to Stockholders is not
deemed to be filed as a part
of this Form 10-K.

(2) Proxy Statement to be used in Part III
connection with the Annual
Meeting of Stockholders to be
held on April 25, 1995. With the
exception of the pages of the
Proxy Statement specifically
incorporated by reference herein,
the Proxy Statement is not deemed
to be filed as a part of this
Form 10-K.

(ii)
3

KERR GROUP, INC.

Form 10-K Annual Report

For The Fiscal Year Ended December 31, 1994

PART I

ITEM 1. BUSINESS

1. General

Kerr Group, Inc. (the "Registrant"), a Delaware corporation
which was founded in 1903, currently operates in two business segments: the
Plastic Products segment and the Consumer Products segment.

Operations in the Plastic Products segment include the
manufacture and sale of a variety of plastic products, including
child-resistant closures, tamper-evident closures, prescription packaging
products, jars, other closures and containers and the sale of glass
prescription products (the "Plastic Products Business"). Operations in the
Consumer Products segment include the manufacture and sale of caps and lids and
the sale of glass jars and a line of pickling spice and pectin products for
home canning (the "Home Canning Supplies Business"), which together with the
sale of other related products, including iced tea tumblers and beverage mugs,
constitutes the "Consumer Products Business." The Plastic Products Business
and the Consumer Products Business are referred to herein as "Continuing
Businesses".

a. Principal Products and Markets; Sales
and Customers

The Plastic Products segment accounted for approximately 77%
of the Registrant's total net sales in 1994. Plastic closures are sold to
customers in the pharmaceutical, food, distilled spirits, toiletries and
cosmetics and household chemical industries. Plastic and glass prescription
products are sold to drug wholesalers, drug chains and independent pharmacists.
Plastic bottles and jars are sold to customers in the pharmaceutical and
toiletries and cosmetics industries. Plastic products are sold nationally,
principally by the Registrant's sales force.

The Consumer Products Business accounted for approximately 23%
of the Registrant's total net sales in 1994.
4

The Home Canning Supplies Business represents substantially all of the Consumer
Products Business. The Consumer Products Business sells its products primarily
through food brokers to grocery retailers, food wholesalers and mass
merchandisers.

No customer accounted for more than 10% of the Registrant's
net sales in 1994, 1993 or 1992.

b. Competition

Competition in the markets in which the Plastic Products
Business operates is highly fragmented and the Registrant has a number of large
competitors with respect to its Plastic Products Business that compete for
sales on the basis of price, service and quality of product. The Registrant
believes that it is one of the three largest manufacturers of child-resistant
plastic closures. The Registrant has one major competitor in the prescription
products business, who has substantially larger market share than the
Registrant. The Registrant also believes it is the largest manufacturer of
plastic closures incorporating a tamper-evident feature for the liquor market
and that it is one of the leading suppliers of single and double walled jars to
the personal care and cosmetic markets.

The Registrant's one major competitor in the Home Canning
Supplies Business is Alltrista Corporation. The Registrant believes it has a
significant share of the market for home canning caps, lids and jars.

c. Backlog

The Registrant does not believe that recorded sales backlog is
a significant factor in its business.

d. Raw Materials and Supplies; Fuel and Energy Matters

The primary raw materials used by the Registrant's Plastic
Products Business are resins. The Registrant has historically been able to
obtain adequate supplies of these items from a number of sources. However,
since resins are derived from petroleum or fossil fuel, shortages of petroleum
or fossil fuel could affect the supply of resins. From time to time, the
Registrant has experienced increases in the cost of resins. To the extent that
the Registrant is unable to reflect such price

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increases in the price for products manufactured by it, increases in the cost
of resins could have a significant impact on the results of the Registrant's
operations. The Plastic Products Business, consistent with industry practice,
is generally able to pass-through resin cost increases for all product lines
except the prescription packaging product line.

The Registrant purchases glass jars for its Home Canning
Business from a single supplier under a multi-year contract. The Registrant
believes that it could obtain adequate supplies of glass jars from alternate
sources at reasonable prices if its current supply was interrupted. In
addition to glass jars, the primary raw material used by the Registrant's Home
Canning Supplies Business in the manufacture of its caps and lids is tinplate.
During 1994, the Registrant was able to obtain adequate supplies of these items
from a number of sources.

e. Product Development, Engineering, Patents and
Licensing

The Registrant carries on a product development and
engineering program with respect to its Plastic Products Business.
Expenditures for such programs during the years ended December 31, 1994, 1993
and 1992 were approximately $3,600,000, $2,000,000 and $1,400,000,
respectively.

Although the Registrant owns a number of United States
patents, including patents for its tamper-evident closures and certain of its
child-resistant closures, it is of the opinion that no one or combination of
these patents is of material importance to its business. The Registrant has
granted licenses on some of its patents, although the income from these sources
is not material.

f. Environmental Matters; Legislation

Several states have enacted recycling laws which require
consumers to recycle certain items including containers, and which require
product, container and resin manufacturers to promote recycling efforts. These
mandatory recycling laws are not expected to have an adverse effect on the
Registrant's business.

The Registrant is subject to laws and regulations governing
the protection of the environment,including, among others, laws and regulations
governing disposal of waste,

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discharges into water and emissions into the atmosphere. The Registrant's
expenditures for environmental control equipment in each of the last three
years have not been material and the standards required by such regulations
have not significantly affected the Registrant's operations.

Registrant is a party or a potentially responsible party in
several administrative proceedings and lawsuits involving liability for cleanup
of certain offsite disposal facilities under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA" or Superfund") and similar
state laws. See "Legal Proceedings".

g. Employees

As of December 31, 1994, the Registrant had approximately
1,100 employees, of which approximately 294 were office, supervisory and sales
personnel.

h. Seasonality

The Registrant's sales and earnings are usually higher in the
second and third calendar quarters and lower in the first and fourth calendar
quarters. Most of the sales by the Home Canning Supplies Business occur in the
second and third calendar quarters. In addition, substantially all returns of
home canning supplies occur in the fourth calendar quarter of each year.

The Registrant's Home Canning Supplies Business normally
manufactures its inventory of caps and lids in anticipation of expected orders,
and, consistent with practice followed in the industry, grants extended payment
terms to home canning customers and accepts, subject to certain limitations,
the return of unsold home canning merchandise in the fourth calendar quarter of
each year.

i. Working Capital

In general, the working capital practices followed by the
Registrant are typical of the businesses in which it operates. The seasonal
nature of the Registrant's Home Canning Supplies Business requires periodic
short-term borrowing by the Registrant.

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As of December 31, 1994, the Registrant had two unsecured
$10,000,000 lines of credit with two banks to provide for the seasonal working
capital needs of the Company. In January 1995, the Company entered into a
two-year agreement with a bank to sell its trade accounts receivable on a
nonrecourse basis. Under the facility, the maximum amount that can be advanced
to the Company pursuant to the sale of trade accounts receivable at any time is
$5,000,000 through April 30, 1995, and $10,000,000 thereafter. The Company
retains collection and service responsibility, as agent for the purchaser, over
any receivables sold. This facility reduced the committed amount of one of the
lines of credit to $5,000,000 through April 30, 1995, at which time the line of
credit terminates.

In February 1995, the commitment of the other line of credit
was extended to April 30, 1996.

The lines of credit and accounts receivable facility, together
with internally generated funds, provide the Registrant with the working
capital which the Registrant believes will be sufficient to meet its
anticipated needs.

2. The Discontinued Businesses

a. The Metal Crown Business

On December 11, 1992, the Registrant sold substantially all of
its assets (the "Sale of the Metal Crown Assets") relating to the manufacture
and sale of metal crowns for beer and beverage bottles (the "Metal Crown
Business") to Crown Cork & Seal Company, Inc. ("Crown Cork") pursuant to the
terms of an asset purchase agreement for approximately $7,200,000 in cash.
Included among the assets of the Metal Crown Business sold to Crown Cork were
essentially all of the assets of the Registrant's Arlington, Texas plant. The
Sale of the Metal Crown Assets was more fully described in the Registrant's
Current Report on Form 8-K dated December 11, 1992 filed with the Securities
and Exchange Commission.

As a result of the Sale of the Metal Crown Assets, the
Registrant no longer operates its Metal Crown Business.

b. The Commercial Glass Container Business

On February 28, 1992, the Registrant consummated the sale of
substantially all of its assets (the "Sale of the Glass

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Container Assets") relating to the manufacture and sale of glass containers
(the "Commercial Glass Container Business") to Ball Corporation pursuant to the
terms of an asset purchase agreement for approximately $68,000,000 in cash.
The Sale of the Glass Container Assets was more fully described in the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1991 (the "1991 10-K").

As a result of the Sale of the Glass Container Assets, the
Registrant no longer operates its Commercial Glass Container Business.

3. Segment Information

The Registrant's 1994 Annual Report to Stockholders contains
on pages 31 and 32 additional financial information regarding each of the
Registrant's two industry segments for each of the last three fiscal years
required by Item 1 and such information is incorporated herein by reference.
The Registrant's 1994 Annual Report to Stockholders contains on pages 36
through 38 Management's Discussion and Analysis of Financial Condition and
Results of Operations and such information is incorporated herein by reference.

ITEM 2. PROPERTIES

The Registrant's manufacturing activities with respect to its
Continuing Businesses are conducted at the five facilities described in the
following table.

Building Area
Location Purpose of Facility (square feet)
-------- ------------------- -------------

Lancaster, Pennsylvania Plastic Closure and 490,000
Container Plant;
Warehouses

Jackson, Tennessee Plastic Closure, Vial and 198,000
Bottle Plant; Warehouse

Santa Fe Springs, Plastic Jar and Closure 170,000
California Plant; Warehouse

Jackson, Tennessee Home Canning Cap and 160,000
Lid Plant; Warehouse

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Building Area
Location Purpose of Facility (square feet)
-------- ------------------- -------------

Ahoskie, North Carolina Plastic Closure Plant; 153,000
Warehouse

The Registrant has entered into a lease for a 168,000 square
feet plastic closure manufacturing and warehouse facility in Bowling Green,
Kentucky to be operational in 1995.

The Lancaster, Pennsylvania and Ahoskie, North Carolina
facilities are owned by the Registrant. The two Jackson, Tennessee and the
Santa Fe Springs, California facilities are leased by the Registrant.

The Registrant's principal executive offices are located at
1840 Century Park East, Los Angeles, California 90067, in approximately 23,000
square feet of leased space. In addition, the Registrant rents three area
sales offices.

In the opinion of the Registrant's management, its
manufacturing facilities are suitable and adequate for the purposes for which
they are being used.

The Registrant owns land and buildings used in connection with
a former glass container manufacturing plant that are being held for sale.

In 1994, the Registrant's plastic products manufacturing
facilities operated at approximately 74% of capacity. During August through
December of 1994, the Company's cap and lid manufacturing facility located in
Jackson, Tennessee operated at approximately 26% of capacity. This level of
operations in the cap and lid manufacturing facility primarily resulted because
the new plant was in its start-up phase.

ITEM 3. LEGAL PROCEEDINGS

As the Registrant reported in its Quarterly Report on Form
10-Q for the quarter ended June 30, 1990, in February 1986, the Registrant was
advised by the United States Environmental Protection Agency ("EPA") that
Phoenix Closures, Inc. ("Phoenix") was one of several companies which disposed
of wastes at the American Chemical Services ("ACS") site located near Griffith,

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Indiana. The EPA indicated that the wastes were disposed of by Phoenix's
Chicago plant between 1955 and 1975. The Registrant has advised the EPA that
it did not lease the Chicago plant during the period from 1955 to 1975. The
Registrant has also advised Phoenix of its responsibilities with respect to
environmental matters, including the environmental matters at the ACS site,
under the lease relating to the Chicago plant.

As the Registrant reported in its Quarterly Report on Form
10-Q for the quarter ended June 30, 1990, in March 1986, the Registrant and
other parties were designated by the EPA as potentially responsible parties
("PRPs") responsible for the cleanup of certain hazardous wastes that have been
disposed of at the Wayne Waste Oil ("WWO") site located near Columbia City,
Indiana. In October 1986, the Registrant and other PRPs entered into a Consent
Order with the EPA which allowed the PRPs to complete a Remedial Investigation
and Feasibility Study ("RI/FS") for the WWO site. In March 1990, the EPA
issued a Record of Decision ("ROD") for the site. The ROD documents the EPA's
cleanup plan for the site, which includes capping the former municipal
landfill, groundwater extraction and treatment, and soil vapor extraction. On
July 20, 1992, a Consent Decree between the EPA and the PRPs at the site was
entered in the United States District Court for the Northern District of
Indiana, captioned United States v. Active Products Corp., No. F91-00247.
Based upon the Registrant's percentage share of the total amount of wastes
disposed of at the WWO site, the Registrant estimates its share of the costs
under the Consent Decree will be approximately $109,000. A reserve has been
established for such costs.

As the Registrant reported in its Quarterly Report on Form
10-Q for the quarter ended June 30, 1990, on April 12, 1990, the State of New
Jersey, Department of Environmental Protection and Energy ("NJDEPE"), filed a
lawsuit in the United States District Court for the District of New Jersey
against the Registrant, among others, entitled State of New Jersey, Department
of Environmental Protection v. Gloucester Environmental Management Services,
Inc., et al., No. 84-0152 (D.N.J.). The suit alleges that the Registrant was a
"generator" of hazardous wastes and other hazardous substances which were
disposed of at the Gloucester Environmental Management Services, Inc. ("GEMS")
facility in the Township of Gloucester. The suit seeks cleanup costs,
compensatory and treble damages, and a declaration that the Registrant and
others are responsible for NJDEPE's past and future response costs at the GEMS
site. On

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March 27, 1990, NJDEPE issued a Directive to the Registrant and other parties
pursuant to the New Jersey Spill Compensation and Control Act, N.J.S.A.
58:10-23.11 et seq. Pursuant to the Directive, the Registrant and other
parties have been ordered to undertake the second phase of remedial action at
the site, including the construction and operation of a groundwater treatment
system and operation of the remedial action performed in the first phase, and
to reimburse NJDEPE's alleged past and future response costs. The estimated
cost of second phase remedial action related to the GEMS site is approximately
$20 million. The amount that the NJDEPE is seeking as reimbursement for past
costs and damages is approximately $10 million. Notwithstanding the issuance
of the Directive by the NJDEPE, the Registrant believes that it has no material
liability with respect to the GEMS site because the only reason it has been
named as a defendant (there are over 550 named defendants) is that a
transporter that was used by the Registrant is known to have disposed of waste
at the site. However, there is no evidence that any waste disposed of at the
site by such transporter was waste of the Registrant and the Registrant has a
motion for summary judgment pending in which it seeks dismissal from the case
on these grounds. If such motion is granted, the Registrant would have a good
faith basis to not comply with the Directive. The Registrant does not believe
that any of its waste was disposed of at the site. One of the Registrant's
insurance carriers has agreed to defend the current lawsuit and has funded the
Registrant's participation in settlement efforts, which may result in the
Registrant's dismissal from the lawsuit for a payment of approximately
$100,000. Participation in the settlement will not be considered an admission
of liability for the disposal of waste at the site. A reserve has been
established for such costs.

On March 24, 1995, the Deputy Minister of National Revenue of
Canada ("Revenue Canada") announced that Revenue Canada had commenced a dumping
investigation into home canning supplies imported from the United States. The
investigation follows a complaint filed by Bernardin of Canada, Ltd., which
manufactures jar caps and lids, and Consumer Packaging Inc., which manufactures
jars. The initiation of an investigation is the first step of the
administrative process. First, Revenue Canada must determine whether dumping
has taken place. If Revenue Canada makes a determination of dumping, the
Canadian complainant (Bernardin or Consumers Packaging) must then prove that
the alleged dumping has been causing it "material injury". Dumping duties, if
any, would be imposed with respect to goods

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imported after the date on which the dumping determination is made by Revenue
Canada, which is expected to occur within approximately 90 days. The Company
expects that it will take approximately seven months for the Canadian
authorities to finally resolve the matter. Kerr intends to vigorously contest
the proceedings and does not expect this matter to have a material effect on
its financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below are the names, ages, positions and offices
held, and a brief account of the business experience during the past five years
of each executive officer of the Registrant.

Positions Held With
Registrant and Periods
Name and Age During Which Held
------------------------- -----------------------------

Roger W. Norian (51) Chairman, since 1983;
President and Chief Executive
Officer, since 1980

Norman N. Broadhurst (48) Senior Vice President,
President, Consumer Products
Division, since 1992; Senior
Vice President, General
Manager, Consumer Products
Division, since 1988

Robert S. Reeves (65) Senior Vice President, Sales
and Marketing, Plastic
Products Division, since 1992;
Senior Vice President, General
Manager, Commercial Glass
Container Division, since 1985

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Positions Held With
Registrant and Periods
Name and Age During Which Held
-------------------------- ------------------------------

D. Gordon Strickland (48) Senior Vice President, Finance
and Chief Financial Officer,
since 1986

J. Stephen Grassbaugh (41) Vice President, Controller,
since 1988

Business Experience

Roger W. Norian has served in an executive capacity with the
Registrant for more than the past five years.

Norman N. Broadhurst has served in an executive capacity with
the Registrant for more than the past five years.

Robert S. Reeves has served in an executive capacity with the
Registrant for more than the past five years.

D. Gordon Strickland has served in an executive capacity with
the Registrant for more than the past five years.

J. Stephen Grassbaugh has served in an executive capacity with
the Registrant for more than the past five years.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

The Registrant's Annual Report to Stockholders for the year
ended December 31, 1994, contains on page 12 the information required by Item 5
of Form 10-K and such information is incorporated herein by this reference.

ITEM 6. SELECTED FINANCIAL DATA

The Registrant's Annual Report to Stockholders for the fiscal
year ended December 31, 1994, contains on pages 34 and 35 the information
required by Item 6 of Form 10-K and such information is incorporated herein by
this reference.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The Registrant's Annual Report to Stockholders for the fiscal
year ended December 31, 1994, contains on pages 36 through 38 the information
required by Item 7 of Form 10-K and such information is incorporated herein by
this reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Registrant's Annual Report to Stockholders for the fiscal
year ended December 31, 1994, contains on pages 12 through 33 the information
required by Item 8 of Form 10-K and such information is incorporated herein by
this reference.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Certain of the information required by Item 10 of Form 10-K is
included in a separate item captioned "Executive Officers of the Registrant" in
Part I of this Form 10-K.

The Registrant's Proxy Statement to be used in connection with
the Annual Meeting of Stockholders to be held on April 25, 1995 contains on
pages 2 through 6 the remaining information required by Item 10 of Form 10-K
and such information is incorporated herein by this reference.

ITEM 11. EXECUTIVE COMPENSATION

The Registrant's Proxy Statement to be used in connection with
the Annual Meeting of Stockholders to be held on April 25, 1995 contains on
pages 7 through 12 the information required by Item 11 of Form 10-K, and such
information is incorporated herein by this reference.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Registrant's Proxy Statement to be used in connection with
the Annual Meeting of Stockholders to be held on April 25, 1995 contains on
pages 2 through 3 the information required by Item 12 of Form 10-K, and such
information is incorporated herein by this reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Registrant's Proxy Statement to be used in connection with
the Annual Meeting of Stockholders to be held on April 25, 1995 contains on
page 16 the information required by Item 13 of Form 10-K, and such information
is incorporated herein by this reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

a. (i) Financial Statements

The Financial Statements and related financial data contained
in the Registrant's Annual Report to Stockholders for the year ended December
31, 1994, on pages 13 through 35 thereof and the Independent Auditors' Report
on page 12 of the Registrant's Annual Report to Stockholders for the year ended
December 31, 1994, are incorporated herein by reference. With the exception of
information specifically incorporated by reference, however, the Registrant's
Annual Report to Stockholders for the year ended December 31, 1994 is not to be
deemed filed as a part of this report.

Consolidated Financial Statements:

Consolidated Statements of Earnings (Loss) for the years ended
December 31, 1994, 1993 and 1992.

Consolidated Balance Sheets as of December 31, 1994 and 1993.

Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1993 and 1992.

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Consolidated Statements of Common Stockholders' Equity for the
years ended December 31, 1994, 1993 and 1992.

Notes to Consolidated Financial Statements.

In addition to such Consolidated Financial Statements and
Independent Auditors' Report, the following are included
herein:

Independent Auditors' Report on Supporting Schedules, page 21.

Schedules for the three years ended December 31, 1994:

VIII - Valuation and Qualifying Accounts, page 22.

All other Schedules have been omitted as
inapplicable, or not required, or because the required information is
included in the Consolidated Financial Statements or the notes
thereto.

(ii) Exhibits

3.1 Restated Certificate of Incorporation of
the Registrant is incorporated by
reference to Exhibit 3.1 to Form 10-K for
the fiscal year ended December 31, 1980.

3.2 Certificate of Retirement of Capital Stock
of the Registrant is incorporated by
reference to Exhibit 3.2 to Form 10-K for
the fiscal year ended December 31, 1989.

3.3 Certificate of Amendment to the Restated
Certificate of Incorporation of the
Registrant is incorporated by reference to
Exhibit 3.3 to Form 10-K for the fiscal
year ended December 31, 1989.

3.4 By-laws of the Registrant, as amended
effective June 15, 1993, is incorporated
by reference to Exhibit 3.1 to Form 10-Q
for the quarter ended June 30, 1993.

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10.1 Amended and Restated Employment Agreement
between the Registrant and Roger W. Norian
dated as of December 1, 1994.

10.2 Employment Agreement between the
Registrant and D. Gordon Strickland dated
as of June 16, 1986 is incorporated by
reference to Exhibit 10.5 to Form 10-K for
the fiscal year ended December 31, 1986.

10.3 Employment Agreement between the
Registrant and Robert S. Reeves dated as
of February 17, 1983 is incorporated by
reference to Exhibit 10.6 to Form 10-K for
the fiscal year ended December 31, 1983.

10.4 Employment Agreement between the
Registrant and Norman N. Broadhurst dated
as of December 8, 1988 is incorporated by
reference to Exhibit 10.9 to Form 10-K for
the fiscal year ended December 31, 1988.

10.5 Employment Agreement between the
Registrant and J. Stephen Grassbaugh dated
as of February 24, 1989 is incorporated by
reference to Exhibit 10.10 to Form 10-K
for the fiscal year ended December 31,
1988.

10.6 1984 Stock Option Plan is incorporated by
reference to Exhibit 4.7 to Registration
Statement No. 2-92722.

10.7 1987 Stock Option Plan is incorporated by
reference to Exhibit 10.12 to Form 10-K
for the fiscal year ended December 31,
1986.

10.8 Amended and Restated 1993 Employee Stock
Option Plan.

10.9 1987 Stock Option Plan for Non-Employee
Directors is incorporated by reference to
Exhibit 10.17 to Form 10-K for the fiscal
year ended December 31, 1987.

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10.10 1993 Stock Option Plan for Non-Employee
Directors is incorporated by reference to
Exhibit 10.4 to Form 10-Q for the fiscal
quarter ended June 30, 1993.

10.11 Form of Stock Option Agreement used in
connection with the 1984 Stock Option Plan
is incorporated by reference to Exhibit
4.11 to Registration Statement No.
2-92722.

10.12 Form of Stock Option Agreement used in
connection with the 1987 Stock Option Plan
is incorporated by reference to Exhibit
10.17 to Form 10-K for the fiscal year
ended December 31, 1986.

10.13 Form of Stock Option Agreement used in
connection with the 1993 Employee Stock
Option Plan is incorporated by reference
to Exhibit 10.17 to Form 10-K for the
fiscal year ended December 31, 1993.

10.14 Form of Stock Option Agreement used in
connection with the 1987 Stock Option Plan
for Non- Employee Directors is
incorporated by reference to Exhibit 10.23
to Form 10-K for the fiscal year ended
December 31, 1987.

10.15 Form of Stock Option Agreement used in
connection with the 1993 Stock Option Plan
for Non- Employee Directors is
incorporated by reference to Exhibit 10.19
to Form 10-K for the fiscal year ended
December 31, 1993.

10.16 1993 Common Stock Purchase Plan for
Non-Employee Directors is incorporated by
reference to Exhibit 10.3 to Form 10-Q for
the fiscal quarter ended June 30, 1993.

10.17 Directors' Retirement Consulting Plan is
incorporated by reference to Exhibit 10.22
to Form 10- K for the fiscal year ended
December 31, 1984.

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10.18 Key Executive Bonus Plan is incorporated
by reference to Exhibit 10.2 to Form 10-Q
for the fiscal quarter ended June 30,
1993.

10.19 Pension Restoration Plan.

10.20 Asset Purchase Agreement dated as of
November 25, 1991 by and between the
Registrant and Ball Corporation is
incorporated by reference to Exhibit 1 to
Form 8-K dated November 24, 1991.

10.21 Asset Purchase Agreement, dated as of
December 11, 1992, by and between Crown
Cork & Seal Company, Inc. and Kerr Group,
Inc. is incorporated by reference to
Exhibit 1 to Form 8-K dated December 11,
1992.

10.22 Lease dated as of March 11, 1986 between
Northrop Corporation and Registrant with
respect to Registrant's principal
executive offices, including related
amendment to the Lease dated as of
September 30, 1986 is incorporated by
reference to Exhibit 10.24 to Registration
Statement No. 33-08212.

10.23 Lease dated August 1, 1988 between KCB
Development, as lessor, and SCP
Corporation, as lessee.

10.24 Lease dated October 5, 1989 between
Century 21 Associates, as lessor, and
Santa Fe Plastic Corporation, as lessee,
is incorporated by reference to Exhibit
10.3 to Form 10-Q for the fiscal quarter
ended September 30, 1994.

10.25 Lease between the Industrial Development
Board of the City of Jackson and Kerr
Group, Inc., Dated as of May 14, 1993 is
incorporated by reference to Exhibit 10.5
to Form 10-Q for the fiscal quarter ended
June 30, 1993.

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20

10.26 Amended and restated lease dated as of May
16, 1994 between Phoenician Properties, as
lessor, and Kerr Group, Inc., as lessee,is
incorporated by reference to Exhibit 10.4
to Form 10-Q for the fiscal quarter ended
September 30, 1994.

10.27 Amendment dated May 18, 1994 between
Century 21 Associates and Kerr Group, Inc.
related to lease dated October 5, 1989 is
incorporated by reference to Exhibit 10.5
to Form 10-Q for the fiscal quarter ended
September 30, 1994.

10.28 Lease agreement dated June 30, 1994
between Bowling Green-Warren County
Industrial Authority IV, Inc. and Kerr
Group, Inc. is incorporated by reference
to Exhibit 10.6 to Form 10-Q for the
fiscal quarter ended September 30, 1994.

10.29 Note Agreement dated as of September 15,
1993 between Kerr Group, Inc. and the
Purchasers identified therein is
incorporated by reference to Exhibit 2 to
Form 8-K dated September 21, 1993.

10.30 Line of Credit between PNC Bank and Kerr
Group, Inc. dated May 2, 1994 is
incorporated by reference to Exhibit 10.1
to Form 10-Q for the fiscal quarter ended
June 30, 1994.

10.31 Receivables Purchase Agreement dated as of
January 19, 1995 between Kerr Group, Inc.,
as the seller, and PNC Bank, N.A., as the
purchaser.

10.32 Line of Credit between the Bank of Boston
and Kerr Group, Inc. dated February 9,
1995.

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21

10.33 Amendment dated February 24, 1995 of the
Receivables Purchase Agreement dated as of
January 19, 1995 between Kerr Group, Inc.,
as the seller, and PNC Bank, N.A., as the
purchaser.

11.1 Statement re: Computation of Per Common
Share Earnings (Loss).

13.1 Registrant's Annual Report to Stockholders
for the fiscal year ended December 31,
1994, pages 12 through 38.

21.1 Subsidiaries

23.1 Consent of Independent Certified Public
Accountants.

99.1 Undertaking is incorporated by reference
to Exhibit 28.1 to Form 10-K for the year
ended December 31, 1982.

The Registrant has no additional long-term debt instruments in
which the total amount of securities authorized under any instrument exceeds
10% of total assets of the Registrant and its subsidiaries on a consolidated
basis. The Registrant hereby agrees to furnish a copy of any such long-term
debt instrument upon the request of the Securities and Exchange Commission.

b. Reports on Form 8-K

None

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22

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

KERR GROUP, INC.

By: Roger W. Norian
-------------------------------------
Roger W. Norian, Chairman
President and Chief Executive
Officer

Dated: March 29, 1995
Los Angeles, California

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Gordon C. Hurlbert March 29, 1995
-----------------------------------
Gordon C. Hurlbert, Director

Michael C. Jackson March 29, 1995
-----------------------------------
Michael C. Jackson, Director

John D. Kyle March 29, 1995
-----------------------------------
John D. Kyle, Director

James R. Mellor March 29, 1995
-----------------------------------
James R. Mellor, Director

Roger W. Norian March 29, 1995
-----------------------------------
Roger W. Norian, Principal
Executive Officer; Director

Robert M. O'Hara March 29, 1995
-----------------------------------
Robert M. O'Hara, Director

Harvey L. Sperry March 29, 1995
-----------------------------------
Harvey L. Sperry, Director

D. Gordon Strickland March 29, 1995
-----------------------------------
D. Gordon Strickland
Principal Financial Officer

J. Stephen Grassbaugh March 29, 1995
-----------------------------------
J. Stephen Grassbaugh
Principal Accounting Officer

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23

INDEPENDENT AUDITOR'S REPORT

To the Stockholders and Board of Directors
of Kerr Group, Inc.:

Under date of February 28, 1995, we reported on the consolidated balance sheets
of Kerr Group, Inc. as of December 31, 1994 and 1993, and the related
consolidated statements of earnings (loss), common stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1994, as contained in the 1994 annual report to stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year 1994. In connection
with our audits of the aforementioned consolidated financial statements, we
also have audited the related supplementary financial statement schedule as
listed in Item 14a(i). This supplementary financial statement schedule is the
responsibility of the company's management. Our responsibility is to express
an opinion on this supplementary financial statement schedule based on our
audits.

In our opinion, such supplementary financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly, in all material respects, the information set forth
therein.

As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for postretirement benefits other than
pensions and income taxes in 1993.

KPMG Peat Marwick LLP

Los Angeles, California
February 28, 1995

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24

SCHEDULE VIII

KERR GROUP, INC.

Valuation and Qualifying Accounts

Three years ended December 31, 1994
(in thousands)

Column A Column B Column C Column D Column E
-------------------------------- ------------ ------------------------- -------- --------
Additions
-------------------------
(1) (2)
Balance Charged Charged Deductions Balance
at Beginning (Credited) to Other From at End
Description of Period to Earnings Account Reserves(a) of Period
-------------------------------- ------------ ----------- -------- -------- ----------

Allowance for doubtful accounts,
year ended:

December 31, 1992 $360 $390 $ - $105 $645
==== ==== ===== ==== ====

December 31, 1993 $645 ($ 42) $ - $ 25 $578
==== ====== ===== ==== ====

December 31, 1994 $578 $ 39 $ - $447 $170
==== ==== ===== ==== ====

Note: Allowance for doubtful accounts presented in the table above is
related to continuing operations only. Allowance for doubtful
accounts associated with the Commercial Glass Container Business and
Metal Crown Business of the Registrant in 1992 has been reported as a
component of net current assets related to discontinued operations in
the Registrant's Consolidated Balance Sheets.

(a) These deductions represent uncollectible amounts charged against the
reserve.

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25

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

KERR GROUP, INC.

FORM 10-K
for year ended December 31, 1994

INDEX TO EXHIBITS FILED SEPARATELY WITH FORM 10-K

Exhibit No. Document
----------- --------

10.4 Amended and Restated Employment Agreement
between the Registrant and Roger W. Norian
dated as of December 1, 1994.

10.8 Amended and Restated 1993 Employee Stock
Option Plan.

10.19 Pension Restoration Plan.

10.23 Lease dated August 1, 1988 between KCB
Development, as lessor, and SCP Corporation,
as lessee.

10.31 Receivables Purchase Agreement dated as of
January 19, 1995 between Kerr Group, Inc., as
the seller, and PNC Bank, N.A., as the
purchaser.

10.32 Line of Credit between the Bank of Boston and
Kerr Group, Inc. dated February 9, 1995.

10.33 Amendment dated February 24, 1995 of the
Receivables Purchase Agreement dated as of
January 19, 1995 between Kerr Group, Inc., as
the seller, and PNC Bank, N.A., as the
purchaser.

11.1 Statement re: Computation of Per Common Share
Earnings (Loss).

13.1 Registrant's Annual Report to Stockholders
for the fiscal year ended December 31, 1994,
pages 12 through 38.

21.1 Subsidiaries

23.1 Consent of Independent Certified Public
Accountants.

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