RESTATED EMPLOYMENT AGREEMENT



                  RESTATED EMPLOYMENT AGREEMENT, dated as of August __, 1999, by

and between U.S. Industries, Inc., a Delaware corporation, with its principal

office at 101 Wood Avenue South, Iselin, New Jersey 08830 ("USI"), and James

O'Leary, residing at _______________________________ ("Executive").



                              W I T N E S S E T H:

                              - - - - - - - - - -



                  WHEREAS, Executive and USI have previously entered into an

employment agreement (the "Employment Agreement");



                  WHEREAS, Executive is currently employed as Senior Vice

President and Chief Financial Officer of USI;



                  WHEREAS, USI and Executive desire to amend and restate the

Employment Agreement to establish a new title and add additional

responsibilities and to modify certain other terms of employment (the "Restated

Employment Agreement").



                           NOW, THEREFORE, in consideration of the premises and

mutual covenants contained herein and for other good and valuable consideration,

the parties agree as follows:



                  1. TERM OF EMPLOYMENT. Executive's employment under this

Restated Employment Agreement commenced on February 22, 1995 (the "Commencement

Date") and will currently expire







{PAGE}







on February 21, 2001 (the "Employment Term"). Subject to earlier termination

pursuant to Section 7 hereof, the Employment Term shall be automatically

extended for additional terms of successive two (2) year periods unless USI

or Executive gives written notice to the other at least ninety (90) days

prior to the expiration of the then current Employment Term of the

termination of Executive's employment hereunder at the end of such current

Employment Term.



                  2. POSITIONS. Executive shall serve as the Executive Vice

President of USI. If requested by the Board of Directors of USI (the "Board") or

the Chairman and so elected by the stockholders of USI, Executive shall also

serve on the Board without additional compensation. Executive shall also serve,

if requested by the Board or the Chairman, as an executive officer and director

of subsidiaries and a director of associated companies of USI and shall comply

with the policy of the Compensation Committee of the Board (the "Compensation

Committee") with regard to retention or forfeiture of the director's fees.



                  (a) Executive shall report to the Chief Executive Officer of

USI or Chief Operating Officer of USI, as determined by the Board; provided that

so long as the current Chief Executive Officer of USI remains as such, Executive

shall report to such Chief Executive Officer of USI. Executive shall have such

duties and authority, consistent with his position as the Executive Vice

President of USI as shall be assigned to him from time to time by the Board, the

Chief Executive Officer of USI or, if he is reporting to him, the Chief

Operating Officer of USI.



                  (b) During the Employment Term, Executive shall devote

substantially all of his business time and efforts to the performance of his

duties hereunder; provided, however, that Executive

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