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                                                                     EXHIBIT 4.2

                          THIRD SUPPLEMENTAL INDENTURE

            THIRD SUPPLEMENTAL INDENTURE, dated as of March 27, 2001 (this
"THIRD SUPPLEMENTAL INDENTURE"), among USI Global Corp., a Delaware corporation
("USIGC"), U.S. Industries, Inc., a Delaware corporation ("USI"), and USI
American Holdings, Inc., a Delaware corporation ("USIAH"), as Issuers, USI
Atlantic Corp., a Delaware corporation, as Guarantor (the "GUARANTOR"), and The
Chase Manhattan Bank, as Trustee (the "TRUSTEE"). Capitalized terms used herein
without definition have the meanings assigned to such terms in the Indenture (as
defined below).

                                   WITNESSETH:


            WHEREAS, USIGC, USI, USIAH, the Guarantor and the Trustee's
predecessor, as Trustee, executed and delivered an Indenture, dated as of
December 12, 1996, as amended (the "INDENTURE"), to provide for the issuance of
the 7 1/4% Senior Notes due December 1, 2006 of USIGC, USI and USIAH (the
"SECURITIES") and the related Parent Guaranty of the Guarantor;


            WHEREAS, Section 901 of the Indenture permits USI, USIAH, USIGC and
the Guarantor, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, to enter into one or more indentures supplemental to
the Indenture, in form and substance satisfactory to the Trustee, to cure any
ambiguity, to correct or supplement any provision in the Indenture which may be
defective or inconsistent with any other provision in the Indenture, or to make
provisions with respect to matters or questions arising under the Indenture,
which do not materially adversely affect the interests of the Holders of the
Securities; and


            WHEREAS, USI, USIAH, USIGC and the Guarantor have requested that the
Trustee execute and deliver this Third Supplemental Indenture pursuant to
Section 901 of the Indenture, and all requirements necessary to make this Third
Supplemental Indenture a valid instrument in accordance with its terms have been
performed and the execution and delivery of this Third Supplemental Indenture
have been duly authorized in all respects by each of USI, USIAH, USIGC and the
Guarantor.


            NOW, THEREFORE, USI, USIAH, USIGC and the Guarantor covenant and
agree with the Trustee as follows:

                                   ARTICLE I

                                   AMENDMENTS

            Section 1.01 DEFINITIONS. Section 101 of the Indenture is hereby
amended as follows:

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            (a)   Clause (vii) of the definition of "DEBT" is hereby amended and
                  restated in its entirety to read as follows:

                  "(vii) every obligation of the type referred to in clauses (i)
                  through (vi) of another Person and all Debt of another Person
                  the payment of which, in either case, such Person has
                  Guaranteed or for which such Person is responsible or liable,
                  directly or indirectly, as obligor, Guarantor or otherwise
                  (other than, to the extent the same would be deemed to
                  constitute such a Guaranty, responsibility or liability, Liens
                  Incurred pursuant to clauses (x) or (y) of the first sentence
                  of Section 1007 as to any of which Liens the Incurrence
                  thereof shall not cause any Issuer, the Guarantor, or the
                  Issuers and their Subsidiaries, taken as a whole, or any
                  Subsidiary of an Issuer which is a grantor of any such Lien,
                  to be not Solvent, and as to which the Trustee shall have
                  received prior to the Incurrence thereof an Officers' Solvency
                  Certificate (upon which the Trustee may conclusively rely))."

            (b)   The definition of "UNRESTRICTED SUBSIDIARY" is hereby amended
                  and restated in its entirety to read as follows:

                  "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Issuer
                  that (i) is organized under the laws of a jurisdiction other
                  than a jurisdiction in the United States of America, (ii) does
                  not constitute a "significant subsidiary" of U.S. Industries,
                  Inc. (f/k/a USI, Inc.) within the meaning of Rule 1-02(w) of
                  Regulation S-X promulgated under the Exchange Act and any
                  successor provision thereto or (iii) in the case of USI
                  Atlantic Corp., a Delaware corporation, USI American Holdings,
                  Inc., a Delaware corporation, and USI Global Corp., a Delaware
                  corporation, is (but only for so long as and only to the
                  extent it is) acting as co-issuer or guarantor of any
                  indebtedness of U.S. Industries, Inc., a Delaware corporation,
                  that is PARI PASSU or subordinate in right of payment with the
                  indebtedness under the Securities."

            (c)   The following new definitions are hereby added to Section 101
                  of the Indenture in the appropriate alphabetical order:

                  "OFFICERS' SOLVENCY CERTIFICATE" means, with respect to any
                  transaction, an Officers' Certificate substantially to the
                  effect that, at the time of and after giving effect to such
                  transaction, each Issuer, the Guarantor and the Issuers and
                  their Subsidiaries, taken as a whole, and any Subsidiary of an
                  Issuer which is a grantor of any such Lien, are Solvent.

                  "SOLVENT" means, with respect to any Person or such Person and
                  its Subsidiaries taken as a whole, at any time:



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                        1. the amount of the "present fair saleable value" of
                  the assets of such Person or such Person and its Subsidiaries,
                  taken as a whole, as the case may be, will, as of such time,
                  exceed the amount of all "liabilities of such Person or such
                  Person and its Subsidiaries, taken as a whole, as the case may
                  be, contingent or otherwise," as of such date, as such terms
                  set off by quotation marks are determined in accordance with
                  applicable federal and state laws governing determinations of
                  the insolvency of debtors;

                        2. the present fair saleable value of the assets of such
                  Person or such Person and its Subsidiaries, taken as a whole,
                  as the case may be, will, as of such date, be greater than the
                  amount that will be required to pay the liabilities of such
                  Person or such Person and its Subsidiaries, taken as a whole,
                  as the case may be, on their respective debts as such debts
                  become absolute and matured;

                        3. neither such Person nor such Person and its
                  Subsidiaries, taken as a whole, as the case may be, will have,
                  as of such date, an unreasonably small amount of capital with
                  which to conduct their respective businesses; and

                        4. such Person or such Person and its Subsidiaries,
                  taken as a whole, as the case may be, will be able to pay
                  their respective debts as they mature.

                  For purposes of this definition, "debt" means "liability on a
                  claim", "claim" means any (x) right to payment, whether or not
                  such a right is reduced to judgment, liquidated, unliquidated,
                  fixed, contingent, matured, unmatured, disputed, undisputed,
                  legal, equitable, secured or unsecured, and (y) right to an
                  equitable remedy for breach of performance if such breach
                  gives rise to a right to payment, whether or not such right to
                  an equitable remedy is reduced to judgment, fixed, contingent,
                  matured or unmatured, disputed, undisputed, secured or
                  unsecured.

            Section 1.02 LIMITATION ON RESTRICTED SUBSIDIARY FUNDED DEBT. The
phrase "the transfer or other disposition" in Section 1009(3)(a) of the
Indenture is hereby replaced with the phrase "the transfer or other disposition
(other than, to the extent the same would be deemed to constitute such a
transfer or disposition, Liens Incurred pursuant to clauses (x) or (y) of the
first sentence of Section 1007 as to any of which Liens the Incurrence thereof
shall not cause any Issuer, the Guarantor, or the Issuers and their
Subsidiaries, taken as a whole, or any Subsidiary of an Issuer which is a
grantor of any such Lien, to be not Solvent, and as to which the Trustee shall
have received prior to the Incurrence thereof an Officers' Solvency Certificate
(upon which the Trustee may conclusively rely))".


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                                   ARTICLE II

                                  MISCELLANEOUS

            Section 2.01 CONFIRMATION OF INDENTURE. The Indenture, as
supplemented and amended by this Third Supplemental Indenture, is in all
respects ratified and confirmed, and the Indenture, this Third Supplemental
Indenture and all indentures supplemental thereto shall be read, taken and
construed as one and the same instrument.

            Section 2.02 CONCERNING THE TRUSTEE. The Trustee assumes no duties,
responsibilities or liabilities by reason of this Third Supplemental Indenture
other than as set forth in the Indenture.

            Section 2.03 GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

            Section 2.04 SEPARABILITY. In case any provision contained in this
Third Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

            Section 2.05 COUNTERPARTS. This Third Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

                       [SIGNATURES BEGIN ON THE NEXT PAGE]



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            IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, as of the day and year first above written.


                                       USI GLOBAL CORP.



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


                                       U.S. INDUSTRIES, INC.



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


                                       USI AMERICAN HOLDINGS, INC.



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


                                       USI ATLANTIC CORP.



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


                                       THE CHASE MANHATTAN BANK



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________