WEIL, GOTSHAL & MANGES LLP
A Limited Liability Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
April 22, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: USI American Holdings, Inc. and
U.S. Industries Inc. -- Application for
Withdrawal of Registration Statement on
Form S-4 (Registration Nos. 333-20183
and 333-20183-01)
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Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933,
application is hereby made on behalf of USI American Holdings, Inc.
(the "Issuer") and U.S. Industries, Inc. (the "Company") to withdraw
the Issuer's and the Company's Registration Statement on Form S-4
(Registration Nos. 333-20183 and 337-20183-01), including the exhibits
thereto (the "Registration Statement"). The Registration Statement
has not been declared effective by the Securities and Exchange
Commission (the "Commission").
This application for withdrawal is made upon the following
grounds:
The Registration Statement incorporated by reference
information about the Company, as the Company believed that it was
eligible to use Form S-3 at the date the Registration Statement was
filed (January 22, 1997). The Staff subsequently brought to the
Company's attention its failure to file a Current Report on Form 8-K
on a timely basis, which had made the Company ineligible to use Form
S-3 at the time the Registration Statement was filed. The failure to
file was inadvertent and has been corrected.
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Securities and Exchange Commission
April 22, 1997
Page 2
The Company became eligible to use Form S-3 once again on
February 1, 1997. After the Registration Statement is withdrawn, the
Issuer and the Company will immediately file a new Registration
Statement on Form S-4, which incorporates by reference information
about them based upon the Company's restored eligibility to use Form
S-3.
As a result of the foregoing, the Issuer and the Company
have determined to apply to the Commission for the withdrawal of the
Registration Statement.
If you have any questions regarding this application, please
contact the undersigned at (212) 310-8438 or Marita A. Baker at (212)
310-8239.
Very truly yours,
/s/ Ellen J. Odoner
Ellen J. Odoner
cc: Mariana Prieto, Esq.
Securities and Exchange Commission
George H. MacLean, Esq.
Senior Vice President, General
Counsel and Secretary
U.S. Industries, Inc.
NYFS11...:\95\78595\0012\87\LTR4167V.400
