INSTRUCTIONS TO REGISTERED HOLDER AND/OR
         BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER
                                       OF
                         UNITED INDUSTRIES CORPORATION
                 SERIES A 9*% SENIOR SUBORDINATED NOTES DUE 2009

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME
         ON           , 1999, UNLESS EXTENDED (THE "EXPIRATION DATE").

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

     The undersigned hereby acknowledges receipt of the Prospectus, dated
        , 1999 (the "Prospectus"), of United Industries Corporation (the
"Company"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer") to exchange $1,000 principal amount of its Series B 9*% Senior
Subordinated Notes due 2009 (the "Exchange Notes"), for each $1,000
principal amount of its outstanding Series A 9*% Senior Subordinated Notes
due 2009 (the "Notes"). Capitalized terms used but not defined herein have
the meanings ascribed to them in the Prospectus.

     This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Notes held by you for the account of the
undersigned.

The aggregate face amount of the Notes held by you for the account of the
undersigned is (FILL IN AMOUNT):

$     Of the 9 7/8% Senior Subordinated Notes due 2009.

With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK
APPROPRIATE BOX):

/ /   TO TENDER the following Notes held by you for the account of the
undersigned (INSERT PRINCIPAL AMOUNT OF NOTES TO BE TENDERED):

      $

/ /   NOT TO TENDER any Notes held by you for the account of the undersigned.

     If the undersigned instructs you to tender the Notes held by you for the
account of the undersigned, it is understood that you are authorized (a) to
make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in
the Letter of Transmittal that are to be made with respect to the undersigned
as a beneficial owner, including but not limited to the representations that
(i) the undersigned's principal residence is in the state of (fill in state),
(ii) the undersigned is acquiring the Exchange Notes in the ordinary course
of business of the undersigned, (iii) the undersigned is not participating,
does not intend to participate, and has no arrangement or understanding with
any person to participate in the distribution of the Exchange Notes, (iv) the
undersigned acknowledges that any person participating in the Exchange Offer
for the purpose of distributing the Exchange Notes must comply with the
registration and prospectus delivery requirements of the Securities Act of
1993, as amended (the "Act"), in connection with a secondary resale
transaction of the Exchange Notes acquired by such person and cannot rely on
the position of the staff of the Securities and Exchange Commission set forth
in no-action letters that are discussed in the section of the Prospectus
entitled "The Exchange Offer--Resale of the New Notes," and (v) the
undersigned is not an "affiliate," as defined in Rule 405 under the Act, of
the Company; (b) to agree, on behalf of the undersigned, as set forth in the
Letter of Transmittal; and (c) to take such other action as necessary under
the Prospectus or the Letter of Transmittal to effect the valid tender of
such Notes.

PLEASE NOTE:  THE COMPANY HAS AGREED THAT, FOR A PERIOD OF 180 DAYS AFTER THE
EXPIRATION DATE, IT WILL MAKE COPIES OF THE PROSPECTUS AVAILABLE TO ANY
PARTICIPATING BROKER-DEALER FOR USE IN CONNECTION WITH RESALES OF THE
EXCHANGE NOTES.





  / /  Check this box if the Beneficial Owner of the Notes is a Participating
       Broker-Dealer and such Participating Broker-Dealer acquired the Notes
       for its own account as a result of market-making activities or other
       trading activities.  IF THE BOX IS CHECKED, PLEASE SEND A COPY OF THESE
       INSTRUCTIONS TO DANIEL J. JOHNSTON, SENIOR VICE PRESIDENT, VIA
       FACSIMILE: (314) 253-5964.


                                 SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name (PLEASE PRINT):

Address:




Telephone number:

Taxpayer Identification or Social Security Number:

Date: