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SEC Letter

 July 27, 2005

 Mr. Rufus Decker

 Accounting Branch Chief

 Division of Corporate Finance

 United States Securities and Exchange Commission

450 Fifth Street, N.W.

 Washington, D.C. 20549

 Dear Mr. Decker:

 I am writing in
response to your comment letter dated July 13, 2005, concerning the Staff’s review of Tupperware Corporation’s Form 10-K for the fiscal year ended December 25, 2004 filed on March 10, 2005 and the Company’s Form 10-Q
for the quarter ended April 2, 2005 filed on May 10, 2005. The following is the Company’s response to each of the matters contained in your letter.

 Comments on December 25, 2004 10-K

 General

1)
Comment: Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.
These revisions should be included in your future filings.

 Selected Financial Data, page 7

2)
Comment: You present total segment profit here and elsewhere throughout the filing. Since total segment profit represents a non-GAAP measure when it is presented or discussed
outside of your SFAS 131 footnote, you should ensure either:

a)
it is not presented elsewhere in the filing or

b)
you present the disclosures required by Item 10(e) of Regulation S-K. Any disclosures elsewhere in the filing should:

•

reconcile from total segment profit to operating income and then on to net income to highlight the differences between the non-GAAP measure and operating income,

 July 27, 2005

 Mr. Rufus Decker

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•

identify this amount as a non-GAAP performance measure,

•

state the material limitations associated with use of the non-GAAP financial measure as compared to the use of the most directly comparable GAAP financial measure,

•

state the manner in which management compensates for these limitations when using the non-GAAP financial measure,

•

explain why your management believes that this measure provides useful information to investors,

•

state how your management uses the non-GAAP measure,

•

provide cautionary disclosure that the non-GAAP measure presented may not be comparable to similarly titled measures used by other entities and

•

state that this non-GAAP measure should not be considered as an alternative to net income, which is determined in accordance with GAAP.

 See also Question 21 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated
June 13, 2003.

 Reply: As requested, in future
filings the Company will not present or disclose “Total Segment Profit” outside the SFAS 131 footnote.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Financial Condition, page 19

3)
Comment: Please present reconciliations, here and elsewhere throughout the filing where you have presented the ratios, to show how the following ratios are computed:

a)
Interest coverage ratio

b)
Leverage ratio

c)
Adjusted net worth ratio

d)
Fixed charge to coverage ratio

e)
Adjusted EBITDA

 In addition, adjusted EBITDA represents a non-GAAP measure. Please identify the item as a non-GAAP measure and provide cautionary disclosure that the non-GAAP measure presented may not be comparable to similarly
titled measures used by other entities.

 Reply: The
reconciliations for the ratios presented in Company filings related to its discussion of its financial covenants will be included in future filings. In response to a later comment raised in your letter, the term “adjusted EBITDA” will be
changed to “adjusted covenant earnings” thus, the Company believes, eliminating the need for the cautionary disclosure for similarly titled measures used by other entities.

 July 27, 2005

 Mr. Rufus Decker

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 The reconciliations for the ratios in the 10-K for the year ended December 25, 2004 and in the
10-Q for the quarter ended April 2, 2005 are as follows. Note that these covenants are based upon 12 month rolling amounts. As such, amounts for the first quarter include the sum of amounts from the second, third and fourth quarters of 2004
plus the first quarter of 2005.

2004 FY

2005 Q1

 Adjusted covenant earnings

 EBITDA

$
165.8

$
178.4

 Less extraordinary, unusual or non-recurring non-cash gains

(13.3
)

(16.9
)

 Less extraordinary, unusual or non-recurring non-cash charges

7.0

13.0

 Adjusted covenant earnings

$
159.5

$
174.5

 a) Interest coverage ratio

 Adjusted covenant earnings

$
159.5

$
174.5

 Divided by gross interest expense

14.9

16.0

 Interest coverage ratio

10.8

10.9

 b) Leverage ratio

 Short-term borrowings and current portion of long- term debt

$
2.6

$
5.1

 Plus long-term debt

246.5

237.8

 Total debt

249.1

242.9

 Divided by adjusted covenant earnings

159.5

174.5

 Leverage ratio

1.5

1.4

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2004 FY

2005 Q1

 c) Adjusted net worth

 Minimum adjusted net worth required

 Base net worth per financial covenant

$
145.0

$
145.0

 Plus 25% of net income after June 26, 2004

12.2

18.2

 Plus increases from equity issuances

2.6

2.4

 Adjusted net worth required

$
159.8

$
165.6

 Company’s adjusted net worth

 Total shareholders’ equity

$
290.9

$
307.0

 Correction to shareholders’ equity amount in covenant calculation

—

(15.1
)

 Less changes in accumulated other comprehensive loss after June 26, 2004

32.7

24.9

 Adjusted net worth

$
258.2

$
267.0

 d) Fixed charge to coverage ratio

 Adjusted covenant earnings

$
159.5

$
174.5

 Divided by sum of:

 Gross interest expense

14.9

16.0

 Plus dividends paid

51.5

51.5

66.4

67.5

 Fixed charge to coverage ratio

2.4

2.5

 Market Risk, page 24

4)
Comment: You disclose that you entered into eight option agreements with a combined notional value of approximately 49.4 million euro that expire at various points
during 2004. Please confirm the year of expiration or revise accordingly.

 Reply: The year of expiration is 2005, and the disclosure has been corrected in the 10-Q for the period ended April 2, 2005.

 July 27, 2005

 Mr. Rufus Decker

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 Financial Statements

 Statement of Cash Flows, page 32

5)
Comment: Please breakout for each period presented the other-net line item in the cash provided by operating activities sections into smaller components having more
descriptive titles. Netting of dissimilar gains and losses is not appropriate. Netting of cash flows related to asset balances with cash flows related to liability balances is also not appropriate. See SFAS 95.

 Reply: The other-net line item will be broken down into smaller
components in future filings similar to the following. The depreciation and amortization line item will be adjusted to include amortization of non-cash items primarily related to the recognition in income of deferred gains on interest rate swaps
that were settled in 2002 and the amortization of compensation expense related to restricted stock grants.

Q1

FY

FY

FY

2005

2004

2003

2002

 Adjustments to reconcile net income to net cash provided by operating activities:

 Depreciation and amortization

$
13.1

$
50.6

$
47.5

$
49.9

 Stock option grants

0.6

2.5

—

—

 Changes in assets and liabilities:

 (Increase)/decrease in prepaid expenses

(2.4
)

5.8

(1.3
)

0.9

 Decrease/(increase) in non- trade amounts receivable

3.4

3.3

(7.2
)

(0.2
)

 Decrease in other assets

0.2

1.3

4.5

—

 Increase/(decrease) in other long-term liabilities

1.6

(2.6
)

—

5.6

 Other

0.7

(0.5
)

(1.2
)

(1.0
)

 Proceeds from interest rate swaps

—

—

—

5.6

 July 27, 2005

 Mr. Rufus Decker

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 Note 1 – Summary of Significant Accounting Policies

6)
Comment: Please disclose the types of expenses that you include in the cost of products sold line item and the types of expenses that you include in the delivery, sales and
administrative expenses line item. Please also disclose whether you include inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and the other costs of your distribution network in
the cost of products sold line item. With the exception of warehousing costs, if you currently exclude a portion of these costs from cost of products sold, please disclose:

a)
in a footnote the line items that these excluded costs are included in and the amounts included in each line item for each period presented, and

b)
in MD&A that your gross margins may not be comparable to those of other entities; since some entities include all of the costs related to their distribution network in cost of
products sold and others like you exclude a portion of them from gross margin, including them instead in a line item such as delivery, sales and administrative expenses.

 Reply: The Company discloses in Note 1 that costs related to shipping and handling activities are recorded in
delivery, sales and administrative expense. It further discloses the related amounts. In future filings, the Company will enhance its disclosure in its summary of significant accounting policies of the costs included in the cost of products sold
line item and the delivery, sales and administrative expense line item as follows:

 The cost of products sold line item includes costs related to the purchase and manufacture of goods sold by the Company. Among these costs are inbound freight charges, purchasing and receiving costs, inspection costs,
internal transfer costs, and warehousing costs of raw material, work in process and packing materials. The warehousing and distribution costs of finished goods are included in the delivery, sales and administrative expense line item. Distribution
costs, comprised of outbound freight and associated labor costs, were $60.8 million, $65.9 million and $70.7 million in 2004, 2003 and 2002, respectively. Fees billed to customers associated with the distribution of its products are classified as
revenue.

 The Company will add the cautionary language in its
MD&A as noted in point (b) above such as: As discussed in Note 1 to the consolidated financial statements, the Company includes costs related to the distribution of its products in delivery, sales and administrative expense. As such, the
Company’s gross margin may not be comparable to other companies that may include these costs in cost of products sold.

 July 27, 2005

 Mr. Rufus Decker

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 Property, Plant and Equipment, page 34

7)
Comment: The range of useful lives for your machinery and equipment of three to twenty years is very broad. Please breakout the machinery and equipment category in the table
to Note 4 into smaller components. Please disclose the range of useful lives for each revised category presented in Note 4. For categories that still have very broad useful lives, you should separately discuss the types of assets that fall in each
part of the range.

 Reply: Machinery and
equipment will be broken down into smaller components in the Company’s next annual report. The Company does not currently gather this level of detail from all of its locations and the following represents an estimate based upon a sample of
operating units.

2004

2003

Useful lives

 Molds

613.4

563.0

4

 Computer/telecom equipment

33.5

31.7

3 - 5

 Furniture & fixtures

10.8

10.9

3 -10

 Distribution equipment

0.3

0.2

3 - 5

 Production equipment

243.3

233.7

10 -20

 Promotional and Other Accruals,
page 34

8)
Comment: You make promotional offers to members of your independent sales force. Please disclose how these arrangements are typically structured. If you also pay cooperative
advertising fees, slotting fees, have buydown programs, and/or make other payments to resellers, please provide similar disclosures regarding each of these types of arrangements, and disclose your accounting policy for them, including the statement
of operations line item in which they are included. For each expense line item that includes these types of arrangements, please disclose the related amounts included in that line item. For each type of arrangement treated as an expense rather than
as a reduction of revenue, please tell us how this type of arrangement meets the requirements in EITF 01-9. Please also discuss in MD&A any significant estimates resulting from these arrangements.

 Reply: The Company offers a wide array of promotional programs
designed to provide an incentive to make its independent sales force larger, more active and more productive. It is difficult to identify a typical structure but we have included information on the more prevalent types of programs. The
following two paragraphs will be added to the disclosures in the Company’s future filings.

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 A program is generally designed to provide an incentive toward a primary objective. An example
is to entice the independent sales force to recruit new sales force members. In this situation, the Company offers a prize to sales force members that achieve a targeted number of recruits over a specified period. The period runs from a
couple of weeks to several months. The prizes are generally graded in that meeting one level may result in receiving a piece of jewelry with higher achievement resulting in more valuable prizes such as televisions and trips. Similar programs
are designed to provide an incentive to promote current sales force members to a higher level in the organization where their earning opportunity would be expanded and they would take on additional responsibilities for recruiting new sales force
members and providing training and motivation to new and existing sales force members. Other business drivers such as the scheduling of new direct selling demonstrations, increasing the number of sales force members holding parties or
increasing the end consumer attendance at parties may also be the focus of a program.

 The Company also offers cash awards for achieving targeted sales levels. These types of awards are generally based upon the sales achievement of at least a mid-level member of the sales force and her downline
members. The downline consists of those sales force members that have been recruited directly by a given sales force member, as well as those recruited by her recruits. In this manner, a sales force member can build quite an extensive
organization over time if she is committed to recruiting and developing her unit. In addition to the bonus, the positive performance of a unit may also entitle its leader to the use of company-provided vehicle and in some cases, the permanent
awarding of a vehicle. Similar to the prize program noted earlier, car programs generally offer varying levels of vehicles that are dependent upon performance.

The Company does not offer cooperative advertising fees, slotting fees or have buydown programs that are prevalent in the more traditional retail
environment.

 In further response to your question regarding
the amounts and line item, the expense for these types of programs is included in the Company’s delivery, sales and administrative expense line item and total promotional expenses were $196.6 million, $196.1 million and $194.7 million in 2004,
2003 and 2002, respectively. For the first quarter of 2005, total promotional expenses were $50.2 million.

 The Company evaluated the impacts of EITF 01-9 in instances where cash is awarded and determined that the awards represent costs related to the functions
of the sales force in excess of their personal selling of the Company’s products. Specifically, the Company notes in the introduction to its MD&A section that it is largely dependent upon its independent sales organizations to reach
end consumers and its primary business drivers are the size, activity and productivity of its independent sales organizations. In large part, the Company’s promotional

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 Mr. Rufus Decker

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programs are designed to foster this type of sales force act