EXHIBIT 2.b
 
                   AMENDMENT NO. 1 TO ACQUISITION AGREEMENT


         AMENDMENT NO. 1 (the "Amendment") dated as of June 21, 1996 by and
between FURNISHINGS INTERNATIONAL INC., a Delaware corporation (the "Buyer"),
and Masco Corporation, a Delaware corporation ("Masco"). 


                             W I T N E S S E T H :


         WHEREAS, the Buyer and Masco have heretofore entered into an
Acquisition Agreement dated as of March 29, 1996 (the "Acquisition
Agreement"); and

         WHEREAS, the Parties hereto desire to amend the Acquisition Agreement
to provide for a change to Section 11 thereof.

         NOW, THEREFORE, in consideration of the premises and of the
respective agreements contained herein, the Parties agree to amend the
Acquisition Agreement as follows:

         SECTION 1.  Definitions; References.  Unless otherwise specifically
defined herein, each term used herein which is defined in the Acquisition
Agreement shall have the meaning assigned to such term in the Acquisition
Agreement.  Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Acquisition Agreement shall from and
after the date hereof refer to the Acquisition Agreement as amended hereby.

         SECTION 2.  Amendment of Section 11.  Section 11 of the Acquisition
Agreement is amended by replacing the date "July 31, 1996" in Section 
11(a)(iv) with the date "August 15, 1996".

         SECTION 3.  Counterparts, Effectiveness.  This Amendment may be
executed in one or more counterparts, each of which shall be deemed an
original but all of which together will constitute one and the same
instrument.  This Amendment shall become effective as of the date hereof.  

         SECTION 4.  Rights Otherwise Unaffected.  This Amendment is limited
to the matters expressly set forth herein.  Except to the extent specifically
amended hereby, 



















all terms of the Acquisition Agreement shall remain in full force and effect.

         SECTION 5.  Governing Law.  This Amendment shall be governed by and
construed in accordance with the domestic laws of the State of New York
without giving effect to any choice or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New
York.









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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.



                                 FURNISHINGS INTERNATIONAL INC.



                                 
                                 By  /s/ ROBERT L. GEORGE
                                   Name: Robert L. George
                                   Title: Executive Vice President



                                 MASCO CORPORATION



                                 By   /s/ JOHN R. LEEKLEY
                                   Name:  John R. Leekley
                                   Title: Vice President and
                                           General Counsel



















[Signature page to Amendment No. 1]



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