Exhibit 99.4

U.S. INDUSTRIES, INC.
USI GLOBAL CORP.
USI AMERICAN HOLDINGS, INC.

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING
7 1/8% SENIOR NOTES DUE 2003,
WHICH ARE NOT REGISTERED UNDER THE SECURITIES ACT,
FOR
7 1/8% SENIOR NOTES DUE 2003,
WHICH ARE REGISTERED UNDER THE SECURITIES ACT

EACH SERIES UNCONDITIONALLY GUARANTEED BY
USI ATLANTIC CORP.

To Our Clients:

Enclosed for your consideration is a Prospectus, dated May __, 1999
(the "Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of U.S. Industries,
Inc., USI Global Corp. and USI American Holdings, Inc. (the "Issuers") to
exchange $1,000 principal amount of their 7 1/8% Senior Notes due 2003 (the
"Registered Notes"), which are registered under the Securities Act of 1933, as
amended (the "Securities Act"), for each $1,000 principal amount of the 7 1/8%
Senior Notes due 2003 (the "Old Notes"; and together with the Registered Notes,
the "Notes"), which are not registered under the Securities Act, upon the terms
and subject to the conditions described in the Prospectus. The Notes are
unconditionally guaranteed by USI Atlantic Corp. (the "Guarantor"). The Exchange
Offer is being made in order to satisfy certain obligations of U.S. Industries,
Inc., USI American Holdings, Inc. and the Guarantor contained in the
Registration Rights Agreement, dated October 22, 1998, among U.S. Industries,
Inc., USI American Holdings, Inc. and the Guarantor and the initial purchasers.

This material is being forwarded to you as the beneficial owner of the
Old Notes carried by us in your account but not registered in your name. A
tender of such Old Notes may only be made by us as the holder of record and
pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to
tender on your behalf the Old Notes held by us for your account, pursuant
to the terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.

Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Old Notes on your behalf in accordance
with the provisions of the Exchange Offer. The Exchange Offer will expire at
5:00 p.m., New York City time, on June __, 1999, unless extended by the Issuers
(the "Expiration Date"). Any Old Notes tendered pursuant to the Exchange
Offer may be withdrawn at any time before 5:00 p.m., New York City time, on the
Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Old Notes.

2. The Exchange Offer is subject to certain conditions set forth
in the Prospectus in the section captioned "The Exchange
Offer--Conditions."

3. Holders who tender their Old Notes for exchange will not
be obligated to pay any transfer taxes in connection
therewith, except that holders who instruct the Issuers to
register Registered Notes in the name of, or request that Old
Notes not be tendered or not accepted in the Exchange Offer be
returned to, a person other than the registered tendering
holder will be responsible for the payment of any applicable
transfer tax thereon.

4. The Exchange Offer expires at 5:00 p.m., New York City time,
on June __, 1999, unless extended by the Issuers.

If you wish to have us tender your Old Notes, please so instruct
us by completing, executing and returning to us the instruction form on the back
of this letter. The Letter of Transmittal is furnished to you for information
only and may not be used directly by you to tender Old Notes.

INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by U.S.
Industries, Inc., USI Global Corp. and USI American Holdings, Inc., with respect
to the Old Notes.

This will instruct you to tender the Old Notes held by you for the
account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal.

Please tender the Old Notes held by you for my account as
indicated below:

AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES
--------------------------------------------
7 1/8% Senior Notes due _________, 2003
(the "Old Notes") . . . . . . . . . ____________________________________________

|_| Please do not tender any Old
Notes held by you for my account

Dated:____________________, 1999

______________________________________________

SIGNATURE(S)

______________________________________________

______________________________________________
PLEASE PRINT NAME(S) HERE

______________________________________________
ADDRESS(ES)

______________________________________________
AREA CODE AND TELEPHONE NUMBER

______________________________________________
TAX IDENTIFICATION OR SOCIAL SECURITY NO(S).

None of the Old Notes held by us for your account will be tendered
unless we receive written instructions from you to do so. Unless a specific
contrary instruction is given in the space provided, your signature(s) hereon
shall constitute an instruction to us to tender all the Old Notes held by
us for your account.