Registration No.
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      -------------------------------------
                         FORM S-8 REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                      -------------------------------------

                              U.S. INDUSTRIES, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                        22-3369326
          --------                                        ----------
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)

101 Wood Avenue South Iselin, New Jersey                      08830
----------------------------------------                      -----
(Address of Principal Executive Offices)                    (Zip Code)

                                 THE AMES GROUP
                      RETIREMENT SAVINGS & INVESTMENT PLAN
                            (Full title of the plan)
                                GEORGE H. MACLEAN
                    Senior Vice President and General Counsel
                              U.S. Industries, Inc.
                 101 Wood Avenue South Iselin, New Jersey 08830
                     (Name and address of agent for service)
                                 (908) 767-0700
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

Title of                    Proposed Maxi-  Proposed Maxi-
Securities                  mum Offering    mum Aggregate   Amount of
  to be      Amount to be    Price Per        Offering     Registration
Registered    Registered      Share (2)        Price           Fee
-----------------------------------------------------------------------------
<S>            <C>            <C>           <C>            <C>
Common Stock,
par value $.01  10,978        $36.4375       $400,000        $121.20
per share (1)
-----------------------------------------------------------------------------
<FN>
(1) In Addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) Determined in accordance with Rule 457(c) based on the average of the high
and low sales prices on the New York Stock Exchange on March 3, 1997.
</FN>
</TABLE>
--------------------------------------------------------------------------------
<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference
-------  ---------------------------------------

      The following documents and portions of documents filed by Registrant or
by the Plan pursuant to the Securities Act of 1933 (the "Act") and the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

      (a) Registrant's annual Report on Form 10-K for the fiscal year ended
September 28, 1996.

      (b) Description of the Common Stock at page 75 of Registrant's Information
Statement, dated April 21, 1995 attached as Annex A to Registrant's Registration
Statement on Form 10, effective April 21, 1995.

      (c) Registrant's Report on Form 8-K dated December 12, 1996, Registrant's
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act filed
December 16, 1996, Registrant's Report on Form 10-Q dated December 28, 1996 and
all documents filed pursuant to Section 13(a) or 15(d) of the Exchange Act by
Registrant since September 28, 1996 and by Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities being offered pursuant hereto have
been sold or which deregisters all such securities then remaining unsold, also
shall be deemed to be a part hereof from the date of filing of such documents.


Item 6.  Indemnification of Directors and Officers.
-------  ------------------------------------------

      In accordance with Section 145 of the Delaware General Corporation Law
("DGCL"), which provides for the indemnification of directors, officers and
employees under certain circumstances, Article XIV ("Article XIV") of the
Registrant's By-Laws grants the Registrant's directors, officers and employees a
right to indemnification for all expenses, liabilities and losses relating to
civil, criminal, administrative or investigative proceedings to which they are a
party (i) by reason of the fact that they are or were directors, officers or
employees of Registrant or (ii) by reason of the fact, while they are or were
directors, officers or employees of Registrant, they are or were serving at the
request of Registrant as directors, officers, members, employees, fiduciaries or
agents of another corporation, partnership, joint venture, trust or enterprise.
Article XIV of the By-Laws further provides for the mandatory advancement of
expenses incurred by officers and directors in defending such proceedings in
advance of their final disposition upon delivery to Registrant by the

                                      II-1

<PAGE>



indemnitee of an undertaking to repay all amounts so advanced if it is
ultimately determined that such indemnitee is not entitled to be indemnified
under Article XIV. Registrant may not indemnify or make advance payments to any
person in connection with proceedings initiated against Registrant by such
person without the authorization of the Board of Directors, except with respect
to counterclaims, cross-claims, third-party claims or as otherwise ordered by a
court of competent jurisdiction.

      In addition, Article XIV provides that directors and officers therein
described shall be indemnified to the fullest extent permitted by Section 145 of
the DGCL, or any successor provisions or amendments thereunder. In the event
that any such successor provisions or amendments provide indemnification rights
broader than permitted prior thereto, Article XIV allows such broader
indemnification rights to apply retroactively with respect to any predating
alleged action or inaction and also allows the indemnification to continue after
an indemnitee has ceased to be a director or officer of the corporation and to
inure to the benefit of the indemnitee's heirs, executors and administrators.

      Article XIV further provides that the right to indemnification is not
exclusive of any other right which any indemnitee may have or thereafter acquire
under any statute, the Certificate of Incorporation or By-Laws, any agreement or
vote of stockholders or disinterested directors or otherwise, and allows
Registrant to indemnify and advance expenses to any person whom the corporation
has the power to indemnify under the DGCL or otherwise.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for directors and officers and controlling persons pursuant
to the foregoing provisions, Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

      Registrant's By-Laws authorize Registrant to purchase insurance for
directors, officers and employees of Registrant, and persons who serve at the
request of Registrant as directors, officers, members, employees, fiduciaries or
agents of other enterprises against any expense, liability or loss incurred in
such capacity, whether or not Registrant would have the power to indemnify such
persons against such expense or liability under the By-Laws. Registrant intends
to maintain insurance coverage for its officers and directors as well as
insurance coverage to reimburse Registrant for potential costs of its corporate
indemnification of directors and officers.


Item 8.     Exhibits.
-------     ---------

 4.1        Form of amended and restated Certificate of
            Incorporation of Registrant incorporated by

                                   II-2

<PAGE>



            reference to Exhibit 3.1(a) of Registrant's Form 10 as filed April
            20, 1995.

4.2         Amended and Restated By-Laws of Registrant incorporated by reference
            to Exhibit 3.2 to Registrant's Form 10 as filed April 20, 1995.

4.3         Specimen form of certificate representing shares of Common Stock of
            Registrant incorporated by reference to Exhibit 4.1 to Registrant's
            Form 10 as filed April 20, 1995.

4.4         The Ames Group Retirement Savings & Investment Plan.

5.1         Registrant undertakes to submit the Plan and any amendment thereto
            to the Internal Revenue Service ("IRS") in a timely manner and will
            make all changes required by the IRS in order to qualify the Plan.

23.1        Consent of Ernst & Young LLP, independent auditors,
            New York, New York.

23.2        Consent of Price Waterhouse, independent accountants,
            Morristown, New Jersey.

23.3        Consent of Deloitte & Touche LLP, independent auditors,
            New York, New York.

24.1        Power of Attorney


Item 9.     Undertakings.
-------     -------------

      (a)  The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any fact or event arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement: (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant

                                      II-3

<PAGE>



pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-4

<PAGE>





                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Iselin, New Jersey on March 7, 1997.


                                                U.S. INDUSTRIES, INC.
                                                (Registrant)


                                                By: /s/ George H. MacLean
                                                   ------------------------
                                                   George H. MacLean, Senior
                                                   Vice President, General
                                                   Counsel and Secretary




                                      II-5

<PAGE>





      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.


Signature                            Title                 Date
---------                            -----                 ----

           *                   Chairman of the         March 7, 1997
------------------------       Board and Chief     
David H. Clarke                 Executive Officer  
                              (Principal Executive 
                                    Officer)       
                        


           *                   Director, President     March 7, 1997
------------------------       and Chief Operating
John G. Raos                   Officer            
                        


           *                   Director, Senior Vice   March 7, 1997
------------------------       President and Chief
Frank R. Reilly                 Financial Officer 
                              (Principal Financial
                                    Officer)      
                        


           *                   Director                March 7, 1997
------------------------
Brian C. Beazer



           *                   Director                March 7, 1997
------------------------
John J. McAtee, Jr.



                               Director                
-------------------------
The Hon. Charles H. Price II


                               Director                
-------------------------
Sir Harry Solomon


                                      II-6

<PAGE>



           *                   Director                March 7, 1997
------------------------
Royall Victor III



           *                   Director                March 7, 1997
------------------------
Mark Vorder Bruegge


           *                   Vice President-         March 7, 1997
------------------------       Corporate Controller    
James O'Leary                  (Principal Accounting
                               Officer)             
                       


                               -----------------

* By  /s/ George H. MacLean                            March 7, 1997
     ------------------------
      George H. MacLean
      Attorney-in-fact



      Pursuant to the requirements of the Securities Act of 1933, the Benefits
Administration Committee has duly caused this Registration Statement to be
signed on behalf of the Plan by the undersigned, thereunto duly authorized, in
the City of Iselin, and State of New Jersey on March 7, 1997.

                                          THE AMES GROUP RETIREMENT 
                                          SAVINGS & INVESTMENT PLAN


                                          By:    /s/ Dorothy E. Sander
                                             ----------------------------
                                          Name:  Dorothy E. Sander
                                          Title:  Committee Member




                                      II-7

<PAGE>

                                      EXHIBIT INDEX
Exhibit
  No.
-------

4.1       Form of amended and restated Certificate of Incorporation of
          Registrant incorporated by reference to Exhibit 3.1(a) of Registrant's
          Form 10 as filed April 20, 1995.

4.2       Amended and Restated By-Laws of Registrant incorporated by reference
          to Exhibit 3.2 to Registrant's Form 10 as filed April 20, 1995.

4.3       Specimen form of certificate representing shares of Common Stock of
          Registrant incorporated by reference to Exhibit 4.1 to Registrant's
          Form 10 as filed April 20, 1995.

4.4       The Ames Group Retirement Savings & Investment Plan.

5.1       Registrant undertakes to submit the Plan and any amendment thereto to
          the Internal Revenue Service ("IRS") in a timely manner and will make
          all changes required by the IRS in order to qualify the Plan.

23.1      Consent of Ernst & Young LLP, independent auditors, New York, New 
          York.

23.2      Consent of Price Waterhouse, independent accountants, Morristown,
          New Jersey.

23.3      Consent of Deloitte & Touche LLP, independent auditors, New York, 
          New York.

24.1      Power of Attorney



                                      II-8
[{"type": "S-8", "sequence": "1", "description": "THE AMES GROUP RET. SAV & INV PLAN", "secsgml_size_bytes": 18791}]
{"company-data": {"conformed-name": "US INDUSTRIES INC", "cik": "0000944302", "assigned-sic": "3640", "irs-number": "223369326", "state-of-incorporation": "DE", "fiscal-year-end": "0928"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22995", "film-number": "97553021"}, "business-address": {"street1": "101 WOOD AVE  SOUTH", "city": "ISELIN", "state": "NJ", "zip": "08830", "phone": "9087670700"}, "mail-address": {"street1": "101 WOOD AVENUE SOUTH", "city": "ISELIN", "state": "NJ", "zip": "08830"}}
Registration No.
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      -------------------------------------
                         FORM S-8 REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                      -------------------------------------

                              U.S. INDUSTRIES, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                        22-3369326
          --------                                        ----------
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)

101 Wood Avenue South Iselin, New Jersey                      08830
----------------------------------------                      -----
(Address of Principal Executive Offices)                    (Zip Code)

                                 THE AMES GROUP
                      RETIREMENT SAVINGS & INVESTMENT PLAN
                            (Full title of the plan)
                                GEORGE H. MACLEAN
                    Senior Vice President and General Counsel
                              U.S. Industries, Inc.
                 101 Wood Avenue South Iselin, New Jersey 08830
                     (Name and address of agent for service)
                                 (908) 767-0700
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

Title of                    Proposed Maxi-  Proposed Maxi-
Securities                  mum Offering    mum Aggregate   Amount of
  to be      Amount to be    Price Per        Offering     Registration
Registered    Registered      Share (2)        Price           Fee
-----------------------------------------------------------------------------
Common Stock,
par value $.01  10,978        $36.4375       $400,000        $121.20
per share (1)
-----------------------------------------------------------------------------
(1) In Addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) Determined in accordance with Rule 457(c) based on the average of the high
and low sales prices on the New York Stock Exchange on March 3, 1997.
--------------------------------------------------------------------------------
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference
-------  ---------------------------------------

      The following documents and portions of documents filed by Registrant or
by the Plan pursuant to the Securities Act of 1933 (the "Act") and the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

      (a) Registrant's annual Report on Form 10-K for the fiscal year ended
September 28, 1996.

      (b) Description of the Common Stock at page 75 of Registrant's Information
Statement, dated April 21, 1995 attached as Annex A to Registrant's Registration
Statement on Form 10, effective April 21, 1995.

      (c) Registrant's Report on Form 8-K dated December 12, 1996, Registrant's
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act filed
December 16, 1996, Registrant's Report on Form 10-Q dated December 28, 1996 and
all documents filed pursuant to Section 13(a) or 15(d) of the Exchange Act by
Registrant since September 28, 1996 and by Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities being offered pursuant hereto have
been sold or which deregisters all such securities then remaining unsold, also
shall be deemed to be a part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers.
-------  ------------------------------------------

      In accordance with Section 145 of the Delaware General Corporation Law
("DGCL"), which provides for the indemnification of directors, officers and
employees under certain circumstances, Article XIV ("Article XIV") of the
Registrant's By-Laws grants the Registrant's directors, officers and employees a
right to indemnification for all expenses, liabilities and losses relating to
civil, criminal, administrative or investigative proceedings to which they are a
party (i) by reason of the fact that they are or were directors, officers or
employees of Registrant or (ii) by reason of the fact, while they are or were
directors, officers or employees of Registrant, they are or were serving at the
request of Registrant as directors, officers, members, employees, fiduciaries or
agents of another corporation, partnership, joint venture, trust or enterprise.
Article XIV of the By-Laws further provides for the mandatory advancement of
expenses incurred by officers and directors in defending such proceedings in
advance of their final disposition upon delivery to Registrant by the

                                      II-1
indemnitee of an undertaking to repay all amounts so advanced if it is
ultimately determined that such indemnitee is not entitled to be indemnified
under Article XIV. Registrant may not indemnify or make advance payments to any
person in connection with proceedings initiated against Registrant by such
person without the authorization of the Board of Directors, except with respect
to counterclaims, cross-claims, third-party claims or as otherwise ordered by a
court of competent jurisdiction.

      In addition, Article XIV provides that directors and officers therein
described shall be indemnified to the fullest extent permitted by Section 145 of
the DGCL, or any successor provisions or amendments thereunder. In the event
that any such successor provisions or amendments provide indemnification rights
broader than permitted prior thereto, Article XIV allows such broader
indemnification rights to apply retroactively with respect to any predating
alleged action or inaction and also allows the indemnification to continue after
an indemnitee has ceased to be a director or officer of the corporation and to
inure to the benefit of the indemnitee's heirs, executors and administrators.

      Article XIV further provides that the right to indemnification is not
exclusive of any other right which any indemnitee may have or thereafter acquire
under any statute, the Certificate of Incorporation or By-Laws, any agreement or
vote of stockholders or disinterested directors or otherwise, and allows
Registrant to indemnify and advance expenses to any person whom the corporation
has the power to indemnify under the DGCL or otherwise.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for directors and officers and controlling persons pursuant
to the foregoing provisions, Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

      Registrant's By-Laws authorize Registrant to purchase insurance for
directors, officers and employees of Registrant, and persons who serve at the
request of Registrant as directors, officers, members, employees, fiduciaries or
agents of other enterprises against any expense, liability or loss incurred in
such capacity, whether or not Registrant would have the power to indemnify such
persons against such expense or liability under the By-Laws. Registrant intends
to maintain insurance coverage for its officers and directors as well as
insurance coverage to reimburse Registrant for potential costs of its corporate
indemnification of directors and officers.

Item 8.     Exhibits.
-------     ---------

 4.1        Form of amended and restated Certificate of
            Incorporation of Registrant incorporated by

                                   II-2
reference to Exhibit 3.1(a) of Registrant's Form 10 as filed April
            20, 1995.

4.2         Amended and Restated By-Laws of Registrant incorporated by reference
            to Exhibit 3.2 to Registrant's Form 10 as filed April 20, 1995.

4.3         Specimen form of certificate representing shares of Common Stock of
            Registrant incorporated by reference to Exhibit 4.1 to Registrant's
            Form 10 as filed April 20, 1995.

4.4         The Ames Group Retirement Savings & Investment Plan.

5.1         Registrant undertakes to submit the Plan and any amendment thereto
            to the Internal Revenue Service ("IRS") in a timely manner and will
            make all changes required by the IRS in order to qualify the Plan.

23.1        Consent of Ernst & Young LLP, independent auditors,
            New York, New York.

23.2        Consent of Price Waterhouse, independent accountants,
            Morristown, New Jersey.

23.3        Consent of Deloitte & Touche LLP, independent auditors,
            New York, New York.

24.1        Power of Attorney

Item 9.     Undertakings.
-------     -------------

      (a)  The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any fact or event arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement: (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant

                                      II-3
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Iselin, New Jersey on March 7, 1997.

                                                U.S. INDUSTRIES, INC.
                                                (Registrant)

                                                By: /s/ George H. MacLean
                                                   ------------------------
                                                   George H. MacLean, Senior
                                                   Vice President, General
                                                   Counsel and Secretary

                                      II-5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature                            Title                 Date
---------                            -----                 ----

           *                   Chairman of the         March 7, 1997
------------------------       Board and Chief     
David H. Clarke                 Executive Officer  
                              (Principal Executive 
                                    Officer)       
                        

           *                   Director, President     March 7, 1997
------------------------       and Chief Operating
John G. Raos                   Officer            
                        

           *                   Director, Senior Vice   March 7, 1997
------------------------       President and Chief
Frank R. Reilly                 Financial Officer 
                              (Principal Financial
                                    Officer)      
                        

           *                   Director                March 7, 1997
------------------------
Brian C. Beazer

           *                   Director                March 7, 1997
------------------------
John J. McAtee, Jr.

                               Director                
-------------------------
The Hon. Charles H. Price II

                               Director                
-------------------------
Sir Harry Solomon

                                      II-6
*                   Director                March 7, 1997
------------------------
Royall Victor III

           *                   Director                March 7, 1997
------------------------
Mark Vorder Bruegge

           *                   Vice President-         March 7, 1997
------------------------       Corporate Controller    
James O'Leary                  (Principal Accounting
                               Officer)             
                       

                               -----------------

* By  /s/ George H. MacLean                            March 7, 1997
     ------------------------
      George H. MacLean
      Attorney-in-fact

      Pursuant to the requirements of the Securities Act of 1933, the Benefits
Administration Committee has duly caused this Registration Statement to be
signed on behalf of the Plan by the undersigned, thereunto duly authorized, in
the City of Iselin, and State of New Jersey on March 7, 1997.

                                          THE AMES GROUP RETIREMENT 
                                          SAVINGS & INVESTMENT PLAN

                                          By:    /s/ Dorothy E. Sander
                                             ----------------------------
                                          Name:  Dorothy E. Sander
                                          Title:  Committee Member

                                      II-7
EXHIBIT INDEX
Exhibit
  No.
-------

4.1       Form of amended and restated Certificate of Incorporation of
          Registrant incorporated by reference to Exhibit 3.1(a) of Registrant's
          Form 10 as filed April 20, 1995.

4.2       Amended and Restated By-Laws of Registrant incorporated by reference
          to Exhibit 3.2 to Registrant's Form 10 as filed April 20, 1995.

4.3       Specimen form of certificate representing shares of Common Stock of
          Registrant incorporated by reference to Exhibit 4.1 to Registrant's
          Form 10 as filed April 20, 1995.

4.4       The Ames Group Retirement Savings & Investment Plan.

5.1       Registrant undertakes to submit the Plan and any amendment thereto to
          the Internal Revenue Service ("IRS") in a timely manner and will make
          all changes required by the IRS in order to qualify the Plan.

23.1      Consent of Ernst & Young LLP, independent auditors, New York, New 
          York.

23.2      Consent of Price Waterhouse, independent accountants, Morristown,
          New Jersey.

23.3      Consent of Deloitte & Touche LLP, independent auditors, New York, 
          New York.

24.1      Power of Attorney

                                      II-8