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                                                                    Exhibit 4.35
                          THIRD SUPPLEMENTAL INDENTURE
                          ----------------------------

         Third Supplemental Indenture, dated as of February 22, 2000, to the
Indenture dated as of May 20, 1994, between Waxman Industries, Inc., a Delaware
corporation (the "Company"), and the Huntington National Bank, as trustee (the
"Trustee"), as amended by a First Supplemental Indenture dated as of January 19,
1996 between the Company and the Trustee and a Second Supplemental Indenture
dated as of December 1, 1999 between the Company and the Trustee (as so amended,
the "Indenture").

                                     RECITAL
                                     -------

         The Indenture provides that the Company and the Trustee may, with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Company's outstanding 12 3/4% Senior Secured Deferred Coupon Notes
due June 1, 2004 (the "Securities"), amend or supplement the Indenture or the
Securities. The Company has received signed consents of the Holders of at least
a majority in aggregate principal amount of the Securities approving the
amendments to the Indenture and the Securities contained in this Third
Supplemental Indenture.

         NOW, THEREFORE, the parties agree as follows for their mutual benefit
and for the equal and ratable benefit of the Holders of the Securities:

         1.       Capitalized terms not defined herein shall have the meanings
given to them in the Indenture.

         2.       Section 1.01 of the Indenture is hereby amended by adding
thereto the following definitions in their appropriate alphabetical order:

                           "Initial Accreted Value" means $539.02 per $1,000
                  principal amount of Securities.

                           "Accrued PIC Interest" means, as of any date, an
                  amount per $1,000 principal amount of Securities that is equal
                  to the portion of the excess of the principal amount of such
                  Securities over the Initial Accreted Value which shall have
                  been amortized through such date, such amount to be so
                  amortized on a daily basis and compounded semi-annually on
                  each June 1 and December 1 at the rate of 12 3/4% per annum
                  from June 1, 1994 through the date of determination but not
                  later than June 1, 1999, computed on the basis of a 360-day
                  year of twelve 30-day months.

                           "Base Principal" means $489.02 per $1,000 principal
                  amount of Securities.

                  "OID Amount" means an amount per $1,000 principal amount of
         Securities equal to the amount of the accrued but unpaid original issue
         discount (as such amount is determined



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         pursuant to Section 1273 of the Internal Revenue Code) on the
         Securities as calculated to the Maturity Date of the Securities,
         exclusive of the Accrued PIC Interest.

         3.       Section 6.10 of the Indenture is hereby amended by deleting
said section in its entirety and replacing it with the following:

                           "If the Trustee collects any money pursuant to this
                  Article Six, it shall pay out the money, and such payments
                  shall be allocated, in the following order:

                           First: to the Trustee for amounts due under
                  Section 7.07;

                           Second: to Holders for accrued and unpaid cash
                  interest on the Securities pursuant to paragraph 1 of the
                  Securities to and including the date on which the Default
                  Amount becomes immediately due and payable pursuant to Section
                  6.02 above, ratably, without preference or priority of any
                  kind, according to the amounts due and payable on the
                  Securities for such accrued interest;

                           Third: to Holders for the OID Amount in respect of
                  the Securities, ratably without preference or priority of any
                  kind;

                           Fourth: to Holders for principal amounts owing under
                  the Securities in respect of Accrued PIC Interest, ratably,
                  without preference or priority of any kind, according to the
                  amounts due and payable on the Securities;

                           Fifth: to Holders for the Base Principal owing under
                  the Securities, ratably, without preference or priority of
                  any kind, according to the amounts due and payable on the
                  Securities; and

                           Sixth: to the Company or any other obligor on the
                  Securities, as their interests may appear, or as a court of
                  competent jurisdiction may direct.

                  The Trustee, upon prior notice to the Company, may fix a
                  record date and payment date for any payment to Holders
                  pursuant to this Section 6.10. It is the intent of the
                  foregoing allocation that all payments on the Securities prior
                  to maturity shall be applied in payment of all interest which
                  has accrued and remains unpaid on the Securities prior to the
                  application of any payments to the Base Principal."



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         4.       Paragraph 1 of the Securities is hereby amended by adding the
following immediately after the end of the second sentence of the first
paragraph thereof:

                  "Notwithstanding the foregoing sentence, the Company may pay
                  accrued interest on the Securities and the OID Amount in
                  respect of the Securities at any time, or from time to time,
                  in addition to, but not later than, the scheduled Interest
                  Payment Dates."

         5.       Paragraph 5(b) of the Securities is hereby amended by adding
the following immediately after the end of the second sentence of the first
paragraph thereof:

                  "Payments with respect to redemptions of the Securities,
                  whether in whole or in part, shall be allocated in the
                  following order of priority: (i) first, to accrued and unpaid
                  interest on the Securities, if any, to the Redemption Date;
                  (ii) second, to premiums, if any, paid upon redemption of the
                  Securities in an amount equal to (x) if the Securities are
                  being redeemed in whole, and not in part, that portion of the
                  redemption price of the Securities (as determined in
                  accordance with this paragraph (5)) in excess of the Accreted
                  Value of the Securities as at the Redemption Date and (y) if
                  the Securities are being redeemed in part, that portion of the
                  redemption price that is equal to the difference between (A)
                  aggregate amount, excluding accrued and unpaid cash interest,
                  being paid for redemption (the "Total Payment"), and (B) the
                  quotient of the Total Payment divided by a fraction (I) the
                  numerator of which is the absolute value of the applicable
                  redemption price which is stated as a percentage of the
                  Accreted Value as set forth below and (II) the denominator of
                  which is one hundred (100); (iii) third, to the OID Amount in
                  respect of the Securities; (iv) fourth, to Accrued PIC
                  Interest owing under the Securities; and (v) fifth, to Base
                  Principal owing under the Securities. The Company may, on any
                  Redemption Date, pay all accrued and unpaid interest on the
                  Securities, including accrued and unpaid cash interest with
                  respect to Securities, or other portions thereof, not redeemed
                  as provided herein."

         6.       Each Holder agrees not to take any position on any return or
report for any income tax purpose which is inconsistent with the application of
any payments made on the Securities provided in this Third Supplemental
Indenture.

         7.       This Third Supplemental Indenture is an indenture to and in
implementation of the Indenture, and the Indenture and this Third Supplemental
Indenture shall henceforth be read together.



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         8.       The Trustee accepts the trusts created by the Indenture, as
supplemented by this Third Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by this
Third Supplemental Indenture.

         9.       The Indenture as amended and supplemented by this Third
Supplemental Indenture is in all respects confirmed and preserved.

         10.       This Third Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         11.       The provisions of this Third Supplemental Indenture will
take effect immediately upon its execution and delivery by the Trustee.

         12.       This Third Supplemental Indenture shall be governed by the
internal laws of the State of New York.

         13.       If any provision of this Third Supplemental Indenture shall
be declared by a court of competent jurisdiction to be unenforceable, invalid or
void, the same shall not impair any of the other provisions of this Third
Supplemental Indenture, nor shall any party have liability to the other parties
as a result of such unenforceable, invalid or void provision.

                    (Signatures appear on the following page)






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         IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the day and year first above
written.

                           WAXMAN INDUSTRIES, INC.



                           By:  /s/ Armond Waxman
                                ---------------------------------------
                                Name: Armond Waxman
                                Title: President and Co-Chief Executive Officer


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

                           THE HUNTINGTON NATIONAL BANK,
                           as Trustee

                           By:  /s/ F.G. Lamb
                                ---------------------------------------
                                Name: F.G. Lamb
                                Title: Vice President