SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549

                             FORM 12B-25

                              Commission File Number: 333-56675

                     NOTIFICATION OF LATE FILING

  (Check One): [ ] Form 10-K [X] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR

     For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
     For the Transition Period Ended:
     Read attached instruction sheet before preparing form. Please
print or type.
     Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
     If the notification relates to a portion of the filing check
above, identify the item(s) to which the notification relates:

                                PART I
                        REGISTRANT INFORMATION

Full name of registrant:      THE AMES GROUP RETIREMENT SAVINGS &
                              INVESTMENT PLAN FOR EMPLOYEES
                              REPRESENTED BY USAW LOCAL 7958

Former name if applicable:

Address of principal executive office (Street and number):
c/o U.S. INDUSTRIES, INC., 101 Wood Avenue South


City, state and zip code:  Iselin, New Jersey 08830-0169

                               PART II
                       RULE 12-b-25 (b) AND (c)

     If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate.)   [ ]

     (a)  The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;

     (b)  The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.

                               PART III
                              NARRATIVE

     State below in reasonable detail the reasons why Form 10-K,
11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period.  (Attach extra
sheets if needed):

          This plan has fewer than 100 participants.  Accordingly,
no audit report and no consent is required for the financial
statements in the Form 11-K.  Since no report was required, the
auditors did not inquire whether the financials for the plan were
being produced for their review.  The necessary compilation was not
prepared until the oversight was discovered, too late for a timely
filing.

                               PART IV
                          OTHER INFORMATION

     (1)  Name and telephone number of person to contact in regard
to this notification:

DOROTHY E. SANDER             (732)          767-0700

     (Name)                   (Area Code)    (Telephone Number)

     (2)  Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed?  If the answer is no, identify report(s).

                                        Yes [X]  No [ ]

     (3)  Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
                                        Yes [ ]  No [X]

     If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.

         THE AMES GROUP RETIREMENT SAVINGS & INVESTMENT FOR
               EMPLOYEES REPRESENTED BY USAW LOCAL 7958

             (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: June 30, 1999                By:  /s/ Dorothy E. Sander
                                   Dorothy E. Sander
                                   Member, Benefits Committee