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          FIRST AMENDMENT made this 12th day of June, 1995 to the Employment
Agreement dated as of February 22, 1995 by and between U.S. Industries, Inc.,
with its principal United States office at 101 Wood Avenue South, Iselin, New
Jersey 08830 (the "Company"), and George H. MacLean, residing at 16 Canterbury
Lane, Summit, New Jersey 07901 (the "Executive").

                                 W I T N E S S E T H:

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

         WHEREAS, the Company and the Executive desire to amend the Employment
Agreement.

         NOW, THEREFORE, the parties hereto agree as follows:

         1.   Section 4(a) of the Employment Agreement is amended by the
deletion of the third sentence and the addition of the following sentence in
lieu thereof:
              "Further, for the period beginning June 1, 1995 and ending
              September 30, 1995, USI may, in its sole discretion, pay
              Executive a bonus based on performance criteria to be
              established by the Compensation Committee."

         2.   Section 8(c)(B)(i) of the Employment Agreement is amended to read
as follows:
              "(i) vesting of the number of restricted shares of each
              grant awarded to the Executive equal to (I) the product of
              (x) the number of restricted shares awarded to the Executive
              in the grant, multiplied by (y) a fraction, the numerator of
              which is the number of months the Executive is employed by
              the Company during the applicable vesting period, and the
              denominator of which is the total number of months in the
              applicable vesting period, less (II) the number of
              restricted shares previously vested with regard to such
              grant, provided that, however, if the Executive's employment
              is terminated by the Company without Cause (but for no other
              reason), the Executive shall be vested in the 



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              greater of the foregoing number of restricted shares and the
              number of restricted shares that would otherwise be vested on the
              next vesting date following the Executive's termination of
              employment and, notwithstanding the foregoing, the Compensation
              Committee may, at any time and in accordance with the terms of
              the restricted stock plan, vest a larger portion of the
              restricted shares granted to the Executive,"

          3.  The penultimate sentence of Section 12(a) of the Employment
Agreement is amended by the addition of the words "and any payroll taxes on
Executive" to follow the words "Federal, state and local income tax."

          4.  As amended, the Employment Agreement shall remain in full force
and effect.

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


                                       U.S. INDUSTRIES, INC.



                                       By /s/ JOHN G. RAOS
                                          -----------------------
                                               President

/s/ GEORGE H. MACLEAN
----------------------
George H. MacLean