EXHIBIT 1O.23

                                 AMENDMENT NO. 2

                             WATTS INDUSTRIES, INC.

                         MANAGEMENT STOCK PURCHASE PLAN

                                                                November 1, 1999

      The Watts Industries, Inc. Management Stock Purchase Plan ("Management
Plan") is hereby amended as follows:

1.    Article V. Vesting and Settlement of RSUs, Subsection C. 2. Involuntary
      Termination is hereby deleted in its entirety and replaced with the
      following:

      2. Involuntary Termination, Death, Disability or Retirement.

      If a participant's employment with the Company (a) is terminated by the
      Company for any reason or no reason, (b) terminates as a result of the
      participant's death or permanent disability, or (c) is voluntarily
      terminated by the participant and such termination qualifies as early,
      normal or late retirement under the terms of the Company's then effective
      qualified pension plan, except as otherwise provided in the participant's
      employment agreement, the participant's nonvested RSUs shall be canceled
      and he or she shall receive payment as follows: The number of nonvested
      RSUs awarded on each award date shall be multiplied by a fraction that is
      equal to the number of full years that the participant was employed by the
      Company after each such award date divided by three and the participant
      shall receive the resulting number of such RSUs in shares of Stock. With
      respect to the participant's remaining nonvested RSUs, except as otherwise
      provided in the participant's employment agreement, the participant shall
      receive cash in an amount equal to the lesser of (a) the Value of such
      RSUs or (b) an amount equal to the number of such RSUs multiplied by the
      fair market value of the Stock on the date of the participant's
      termination of employment.

2.    Except as provided for in the Amendment No. 2, all of the terms and
      conditions of the Management Plan shall remain in full force and effect.

EXECUTED as of the date first set forth above.

                                           Watts Industries, Inc.


                                           By /s/ William C. McCartney
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