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                                                                    EXHIBIT 4.39

                 AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
                 ----------------------------------------------


                                         As of December 8, 1999


Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036

Ladies and Gentlemen:

         Congress Financial Corporation ("Lender"), Waxman Consumer Products
Group Inc., a Delaware corporation ("Waxman Group"), WOC Inc., a Delaware
corporation ("WOC"), Western American Manufacturing, Inc., a Delaware
corporation ("WAMI"), WAMI Sales, Inc., a Delaware corporation ("WAMI Sales",
and together with Waxman Group, WOC and WAMI, each individually, a "Borrower"
and collectively, "Borrowers"), Waxman Industries, Inc., a Delaware corporation
("Waxman Industries"), Waxman USA Inc., a Delaware corporation ("Waxman USA")
and TWI, International, Inc., a Delaware corporation ("TWI", and together with
Waxman Industries and Waxman USA, each individually, a "Guarantor" and
collectively, "Guarantors") have entered into certain financing arrangements
pursuant to which Lender may make loans and advances and provide other financial
accommodations to Borrowers as set forth in the Loan and Security Agreement,
dated as of June 17, 1999, by and among Lender, Borrowers and Guarantors, as
amended by this Amendment No. 1 to Loan and Security Agreement (this
"Amendment"), dated as of the date hereof; as the same may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, the "Loan
Agreement"), and other agreements, documents and instruments referred to therein
or at any time executed and/or delivered in connection therewith or related
thereto (all of the foregoing, together with the Loan Agreement, as the same now
exist or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced, being collectively referred to herein as the "Financing
Agreements").

         Borrowers and Guarantors have requested that Lender increase the amount
of the loans available to Borrowers based on the pledge by Waxman USA to Lender
of an additional 500,000 shares of capital stock of Barnett Inc. Lender is
willing to increase such amount, subject to the terms and conditions contained
herein.

         In consideration of the foregoing, and the agreements and covenants
contained herein, and other good and valuable consideration, the adequacy and
sufficiency of which are hereby acknowledge, the parties hereto agree as
follows:



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         1.   DEFINITIONS.

         1.1      ADDITIONAL DEFINITION.  As used herein, the term "Amendment
No. 1 to Pledge Agreement" shall mean Amendment No. 1 to Pledge and
Security Agreement, dated as of the date hereof, by Waxman (USA) in favor of
Lender.

         1.2      AMENDMENTS TO DEFINITIONS.

              (a)  PLEDGED SHARE AVAILABILITY.

                  (i) Section 1.56(a) of the Loan Agreement is hereby amended by
deleting the reference to the figure "$75,000" and replacing it with the figure
"$150,000".

                  (ii) Section 1.56(b) of the Loan Agreement is hereby amended
by deleting the reference to the figure "$5,000,000" and replacing it with the
figure "$10,000,000".

              (b) PLEDGED SHARES. Section 1.57 of the Loan Agreement is hereby
amended by deleting the clause "consisting of 500,000 of such shares as of the
date hereof" appearing at the end of such Section 1.57 and replacing it with the
following at the end of such Section: "consisting of 500,000 of such shares as
of June 17, 1999 and 500,000 more of such shares as of December 8, 1999, for a
total of 1,000,000."

         1.3 INTERPRETATION. For purposes of this Amendment, unless otherwise
defined herein, all terms used herein, including, but not limited to, those
terms used and/or defined in the recitals above, shall have the respective
meanings assigned to such terms in the Loan Agreement.

         2.   CONSENTS.  Notwithstanding anything to the contrary contained in
Section 9.9(d) or 9.9(e) of the Loan Agreement, subject to the terms and
conditions contained herein,

         2.1 Lender consents to the amendment to the terms of the Senior
Deferred Coupon Note Indenture to permit up to at least $10,000,000 of
indebtedness of Waxman Industries and its subsidiaries to be secured by liens on
up to at least 1,000,000 shares of Capital Stock of Barnett Inc.

         2.2 Lender consents to the amendment to the terms of the Senior Note
Indenture to permit up to at least $10,000,000 of indebtedness of Waxman USA and
its subsidiaries to be secured by liens on up to the greater of (x) 1,000,000
shares of Capital Stock of Barnett Inc. and (y) an amount equal to $10,000,000
of the fair value of Barnett Inc. Capital Stock less the amount of Permitted
Barnett Secured Indebtedness (as defined in the Senior Note Indenture)
permanently prepaid.

         3.   AMENDMENT FEE.  In addition to all other fees, charges, interests
and expenses payable by Borrowers to Lender under the Loan Agreement and
the other Financing Agreements,

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Borrowers shall pay to Lender a fee for entering into this Amendment and the
transactions referred to herein in the amount of $10,000, which amount is fully
earned and payable as of the date hereof and may be charged directly to any of
Borrowers' loan account(s) maintained by Lender.

         4. REPRESENTATIONS, Warranties and Covenants. Each Borrower and each
Guarantor, jointly and severally, individually and collectively, represents,
warrants and covenants with and to Lender as follows, which representations,
warranties and covenants are continuing and shall survive the execution and
delivery hereof, the truth and accuracy of, or compliance with each, together
with the representations, warranties and covenants in the other Financing
Agreements, being a continuing condition of the making or providing of any Loans
or Letter of Credit Accommodations by Lender to Borrowers:

         4.1 This Amendment has been duly authorized, executed and delivered by
Borrowers and Guarantors, and the agreements and obligations of Borrowers and
Guarantors contained herein constitute legal, valid and binding obligations of
Borrowers and Guarantors enforceable against Borrowers and Guarantors in
accordance with their respective terms.

         4.2 Amendment No. 1 to Pledge Agreement has been duly authorized,
executed and delivered by Waxman USA, and the agreements and obligations of
Waxman USA contained in the Pledge and Security Agreement, dated as of June 17,
1999, by Waxman ((USA) in favor of Lender as amended by Amendment No. 1 to
Pledge Agreement constitute legal, valid and binding obligations of Waxman USA
enforceable against Waxman USA in accordance with their respective terms.

         4.3 Neither the execution and delivery of this Amendment or Amendment
No. 1 to Pledge Agreement, or any other agreements, documents or instruments in
connection herewith, nor the consummation of the transactions herein or therein
contemplated, nor compliance with the provisions hereof or thereof are in
contravention of any law or regulation or any order or decree of any court or
governmental instrumentality applicable to Borrowers or Guarantors or any of
their respective Subsidiaries in any respect, or conflicts with or result in the
breach of, or constitutes a default in any respect under any mortgage, deed of
trust, security agreement, agreement or instrument (including, but not limited
to, the Senior Note Indenture and the Senior Deferred Coupon Note Indenture) to
which any Borrower is a party or may be bound, or violates any provision of the
Certificates of Incorporation or By-Laws of Borrowers or Guarantors.

         4.4 No Event of Default or act, condition or event which with notice or
passage or time or both would constitute an Event of Default, exists or has
occurred and is continuing.

         5.   CONDITIONS PRECEDENT.  The amendments and consent set forth herein
shall be effective upon the satisfaction of each of the following
conditions precedent in a manner satisfactory to Lender:


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         5.1 the receipt by Lender of an original of this Amendment, duly
authorized, executed and delivered by Borrowers and Guarantors;

         5.2 the receipt by Lender of an original of Amendment No. 1 to Pledge
Agreement, duly authorized, executed and delivered by Waxman USA;

         5.3 the receipt by Lender of original stock certificates representing
ownership of an additional 500,000 shares of Capital Stock of Barnett Inc.,
together with stock powers with respect to such stock certificates executed in
blank by Waxman USA in respect thereof;

         5.4 the receipt by Lender, in form and substance satisfactory to
Lender, of a supplement or amendment to the Senior Note Indenture allowing for
the increase in the amount of indebtedness which may be secured by a pledge of
shares of Capital Stock of Barnett Inc. and an increase in the amount of the
value of shares of Barnett that may be pledged to secure obligations of Waxman
USA to Lender, duly authorized, executed and delivered by Waxman USA, the
trustee under the Senior Note Indenture and any other parties required to
approve such amendment or supplement under the terms of the Senior Note
Indenture;

         5.5 the receipt by Lender, in form and substance satisfactory to
Lender, of a supplement or amendment to the Senior Deferred Coupon Note
Indenture allowing for the increase in the amount of indebtedness which may be
secured by a pledge of shares of Capital Stock of Barnett Inc. and an increase
in the amount of the value of shares of Barnett that may be pledged to secure
obligations of Waxman Industries to Lender, duly authorized, executed and
delivered by Waxman Industries, the Senior Deferred Coupon Note Trustee and any
other parties required to approve such amendment or supplement under the terms
of the Senior Deferred Coupon Note Indenture;

         5.6 all requisite corporate action and proceedings in connection with
this Amendment shall be satisfactory in form and substance to Lender, and Lender
shall have received all information and copies of all documents, including
records of requisite corporate action and proceedings which Lender may have
requested in connection therewith, such documents where requested by Lender or
its counsel to be certified by appropriate corporate officers or governmental
authorities; and

         5.7 no Event of Default shall have occurred and be continuing and no
event shall have occurred or condition be existing and continuing which, with
notice or passage of time or both, would constitute an Event of Default.

         6.   GENERAL.

         6.1 EFFECT OF THIS AMENDMENT. Except as modified pursuant hereto, no
other changes or modifications to the Financing Agreements are intended or
implied and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties

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hereto as of the date hereof. To the extent of conflict between the terms of
this Amendment and the Financing Agreements, the terms of this Amendment shall
control.

         6.2  FURTHER ASSURANCES.  The parties hereto shall execute and deliver
such additional documents and take such additional action as may be
necessary to effectuate the provisions and purposes of this Amendment.

         6.3  GOVERNING LAW. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the internal laws of the State of New York (without giving effect to
principles of conflicts of laws).

         6.4  BINDING EFFECT. This Amendment is binding upon and shall inure to
the benefit of Lender, Borrowers, Guarantors and their respective successors and
assigns. Any acknowledgment or consent contained herein shall not be construed
to constitute a consent any other or further action by Borrowers or Guarantors
or to entitle Borrowers or Guarantors to any other consent. The Loan Agreement
and this Amendment shall be read and construed as one agreement

         6.5  COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original
but all of which when taken together shall constitute one and the same
instrument. In making proof of this Amendment, it shall not be necessary to
produce or account for more than one counterpart thereof signed by each of the
parties hereto.

                           Very truly yours,

                           WESTERN AMERICAN  MANUFACTURING,
                           INC.

                           By: /s/ Mark Wester
                               -----------------------------------
                               Title:  Secretary and Treasurer


                               WAXMAN CONSUMER PRODUCTS
                               GROUP, INC.

                           By:  /s/ Mark Wester
                               -----------------------------------
                               Title:  Treasurer and Assistant Secretary


                       [SIGNATURES CONTINUE ON NEXT PAGE]


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                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

                           WAXMAN USA INC.

                           By:   /s/ Mark Wester
                               -----------------------------------
                               Title: Vice President-Finance

                           WOC INC.

                           By:   /s/ Mark Wester
                               -----------------------------------
                               Title: Vice President-Finance

                           WAMI SALES, INC.

                           By:   /s/ Mark Wester
                               -----------------------------------
                               Title: Secretary and Treasurer

                           WAXMAN INDUSTRIES, INC.

                           By:   /s/ Mark Wester
                               -----------------------------------
                               Title: Vice President-Finance and Chief
                                      Financial Officer

                           TWI, INTERNATIONAL, INC.

                           By:   /s/ Mark Wester
                               -----------------------------------
                               Title: Secretary and Treasurer

ACCEPTED AND AGREED:

CONGRESS FINANCIAL CORPORATION

By:    Josephine Norris
    -----------------------------
Title:    First Vice President

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