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                                                       EXHIBIT 10.17(b)


         FIRST AMENDMENT made as of the 1st day of September, 1999 to the
Restated Employment Agreement dated as of June 17, 1998 by and between U.S.
Industries, Inc., a Delaware Corporation, with its principal office at 101 Wood
Avenue South, Iselin, New Jersey 08830 (the "Company") and Dorothy E. Sander
residing at 61 Jane Street, New York, New York 10014 ("executive").

                                   WITNESSETH:

         WHEREAS, the Company and Executive have previously entered into the
Restated Employment Agreement; and

         WHEREAS, the Company and Executive desire to amend the Restated
Employment Agreement effective September 1, 1999 (the "Effective Date").

         NOW, THEREFORE, effective on the Effective Date the parties hereto
agree as follows:

         1. Section 4(a) of the Restated Employment Agreement is hereby amended
by the addition of the words "(the "Target Bonus")" at the end of the first
sentence thereof.




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           2. The Restated Employment Agreement is amended by the deletion of
Section 7(c)(iii) in its entirety and the substitution of the following in lieu
thereof:

                  "After a Change in Control, or prior to a Change in Control
                  without providing a relocation program at least as favorable
                  as the Relocation Program set forth in Exhibit 1 hereof, a
                  relocation of USI's principal executive offices to a location
                  more than both thirty-five (35) miles from Iselin, New Jersey
                  and thirty-five (35) miles from Executive's residence of the
                  time of the relocation, or a relocation of Executive to a
                  location more than thirty-five (35) miles from USI's then
                  principal executive offices."


         3. The Restated Employment Agreement is amended by the deletion of
Section 8(c)(A)(ii) in its entirety and the substitution of the following
language in lieu thereof:

                  "(ii) prior to a Change in Control, two (2) times the highest
                  annual bonus paid or payable to Executive for any of the two
                  (2) previous completed fiscal years by USI and its
                  predecessors or, on or after a Change in Control, two (2)
                  times the Target Bonus,"



         4. The Restated Employment Agreement is amended by the addition of
Exhibit 1 annexed hereto.

         5. The Restated Employment Agreement, as amended herein, shall remain
in full force and effect.


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                  IN WITNESS WHEREOF, USI has caused this amendment to be
executed by its duly authorized officer and the Executive has hereunto set her
hand as of the date first above written.


                                          U.S. INDUSTRIES, INC.
                                          By:  /S/GEORGE MACLEAN
                                             --------------------
                                                George MacLean



                                              /S/ DOROTHY E. SANDER
                                             ----------------------
                                                Dorothy E. Sander


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                                                                   EXHIBIT 1


                               RELOCATION PROGRAM

This document describes the Executive relocation/reimbursement program (the
"Relocation Program") available to Executive.

I.       The Executive will be reimbursed by the Company for the actual costs
         associated with the sale of Executive's principal home ("Former Home"),
         as follows:

         A.    Generally:

               (1)      Packing, shipping, moving, unpacking and insuring
                        household goods and common personal possessions
                        (carrier is typically prohibited from delivering
                        perishables, frozen foods, plants or shrubbery,
                        combustible items and paint, or articles of
                        extraordinary value such as jewelry, precious stones,
                        stamp collections, wills, stocks, etc.).

               (2)      Reasonable (at least three roundtrips with Executive
                        and one dependent) pre-move travel, meals, etc. for
                        house hunting.


               (3)      Selling expenses on Executive's Former Home as follows:

                            -   Reasonable attorney's fees
                            -   Transfer tax
                            -   Real estate commission, up to a maximum total
                                of 6% of the gross sales price.

               (4)      Disconnecting and connecting normal appliances at
                        origin and destination (not including installation or
                        overhauling of equipment).

         B.    The Company will pay for moving the following:

               (1)      Automobiles (maximum two), registered in Executive's
                        (or spouse's) name.

               (2)      One boat or trailer, registered in Executive's (or
                        spouse's) name.

         C.    The Company will not pay for moving firewood, building
               materials, exclusive use of van, household cleaning and maid
               service, assembly or disassembly of portable swimming pools or
               items of a similar nature.



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         D.    The Company will reimburse Executive for the following
               incidental expenses reasonably incurred in connection with
               Executive's relocation:

               (1)      Travel expenses, including meals and lodging incurred
                        by Executive and dependents while traveling from
                        Former Home to Executive's new location via personal
                        car or common carrier, economy class.

               (2)      Meals and lodging expenses temporarily incurred by
                        Executive and dependents, if any, until Executive
                        obtains permanent living quarters. Such reimbursement
                        shall not exceed such costs for two weeks or until
                        two days following delivery of Executive's personal
                        or household goods, whichever first occurs.
                        Extensions may be granted at the Company's discretion
                        as a result of extenuating circumstances.

         E.    The Company will reimburse Executive for the following
               expenses in connection with purchasing a principal house/home
               within a reasonable proximity to the new Company's
               headquarters' location within twelve (12) months of the
               relocation of Executive:

               (1)      Reasonable attorney's fees;

               (2)      Title search and any other filing fees;

               (3)      Building and termite inspection;

               (4)      Mortgage application, placement fee and points (up to
                        a maximum payment of the lesser of 1 1/2 points or
                        $6,000 for points).

         F.    The Company will make a payment to Executive equal to one
               month's Base Salary to cover other incidental expenses
               relating to moving. Executive is not required to submit a
               claim for this payment. This payment will be made within
               thirty (30) days of Executive's actual physical permanent
               relocation, upon notice from Executive confirming the move.

II.      Tax Issues

              Federal Income Tax law generally requires the Company to file
              forms with the Internal Revenue Service ("IRS") indicating the
              amount of moving and relocation expenses paid to Executive or
              to others on behalf of Executive. Such amounts may include,
              for example, the cost of moving household goods and real
              estate commissions which are paid directly by the Company to
              outside companies. The total of the amounts will generally be
              reported to the IRS on Form W-2, a copy of which will be sent
              to Executive.



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                       The Company shall advise Executive of the details of
              the moving expenses and reimbursements and will provide the
              information to Executive in accordance with applicable IRS
              Forms or Notices or, if no IRS Form or Notice is required, in
              a format selected by the Company.

              Executive generally will be required to include in taxable
              income the amounts shown on Form W-2 and will be permitted to
              claim certain moving expense deductions for amounts paid
              directly by the Executive and not reimbursed by the Company by
              filing Form 3903 - Moving Expense Adjustment, or other
              applicable IRS forms. The Company will reimburse Executive for
              additional federal taxes incurred as a result of reporting
              income in excess of allowable deductions resulting from the
              relocation other than that resulting from a termination by the
              Executive without Good Reason or by the Company for Cause (the
              "Excess Amount"). However, the income provided pursuant to
              Section I.F. will be subtracted from the Excess Amount prior
              to calculating the additional federal tax "gross-up". The
              Company will also reimburse Executive for additional state and
              other payroll taxes, if any, incurred as a result of paying
              for expenses referred to above, subject to the same
              limitations.

              The Company is also required to withhold federal income taxes
              from that portion of Executive's reimbursement which are
              included in income and non-deductible. The amount of such
              taxes withheld will be reimbursed to Executive.

              Because the tax reimbursement(s) will also be taxable income
              to Executive in the year received, the reimbursement(s) will
              be "grossed-up" so that the amount received will substantially
              equal the balance of the tax, as well as the tax on the
              reimbursement, at Executive's marginal rate of federal tax
              and, if applicable, any state tax and payroll taxes.



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