WEIL, GOTSHAL & MANGES LLP
       A Limited Liability Partnership Including Professional Corporations
                   767 Fifth Avenue   New York, NY  10153-0119
                                 (212) 310-8000
                               Fax: (212) 310-8007



                                                            April 22, 1997



     Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, D.C.  20549

          Re:  USI American Holdings, Inc. and 
               U.S. Industries Inc. -- Application for 
               Withdrawal of Registration Statement on 
               Form S-4 (Registration Nos. 333-20183 
               and 333-20183-01)                      
               ---------------------------------------

     Ladies and Gentlemen:

               Pursuant to Rule 477 of the Securities Act of 1933,
     application is hereby made on behalf of USI American Holdings, Inc.
     (the "Issuer") and U.S. Industries, Inc. (the "Company") to withdraw
     the Issuer's and the Company's Registration Statement on Form S-4
     (Registration Nos. 333-20183 and 337-20183-01), including the exhibits
     thereto (the "Registration Statement").  The Registration Statement
     has not been declared effective by the Securities and Exchange
     Commission (the "Commission").

               This application for withdrawal is made upon the following
     grounds:

               The Registration Statement incorporated by reference
     information about the Company, as the Company believed that it was
     eligible to use Form S-3 at the date the Registration Statement was
     filed (January 22, 1997).  The Staff subsequently brought to the
     Company's attention its failure to file a Current Report on Form 8-K
     on a timely basis, which had made the Company ineligible to use Form
     S-3 at the time the Registration Statement was filed.  The failure to
     file was inadvertent and has been corrected.










     Securities and Exchange Commission
     April 22, 1997
     Page 2

               The Company became eligible to use Form S-3 once again on
     February 1, 1997.  After the Registration Statement is withdrawn, the
     Issuer and the Company will immediately file a new Registration
     Statement on Form S-4, which incorporates by reference information
     about them based upon the Company's restored eligibility to use Form
     S-3.

               As a result of the foregoing, the Issuer and the Company
     have determined to apply to the Commission for the withdrawal of the
     Registration Statement.

               If you have any questions regarding this application, please
     contact the undersigned at (212) 310-8438 or Marita A. Baker at (212)
     310-8239.

                                   Very truly yours,

                                   /s/ Ellen J. Odoner

                                   Ellen J. Odoner


     cc:  Mariana Prieto, Esq.
            Securities and Exchange Commission

          George H. MacLean, Esq.
            Senior Vice President, General 
            Counsel and Secretary
              U.S. Industries, Inc.




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