As filed with the Securities and Exchange Commission on
June 15, 1998
Registration No. 333-24179
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________________________________________________
USI ATLANTIC CORP.
(Formerly named U.S. Industries, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 22-3369326
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
101 Wood Avenue South
P.O. Box 169
Iselin, New Jersey 08830-0169
(732) 767-0700
(Address of principal executive offices) (Zip code)
U.S. Industries, Inc. 1997 Restricted Stock Plan
(Full title of the plan)
George H. MacLean, Esq.
Senior Vice President, General Counsel and Secretary
USI Atlantic Corp.
101 Wood Avenue South
Iselin, New Jersey 08830-0169
(732) 767-0700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________
REMOVING SHARES FROM REGISTRATION
REMOVAL OF SHARES FROM REGISTRATION
USI Atlantic Corp., a Delaware corporation (formerly
named U.S. Industries, Inc.) (the "Company"), hereby
amends the Registration Statement on Form S-8, File No.
333-24179 (the "Registration Statement"), filed in
connection with the Company's 1997 Restricted Stock
Plan, as amended (the "Plan"), to withdraw from
registration all the shares of common stock, par value
$0.01, the Company registered under the Registration
Statement that were available under the Plan
immediately prior to the consummation of the mergers
contemplated by the Agreement and Plan of Merger dated
as of February 16, 1998, as amended among the Company,
U.S. Industries, Inc. (formerly named USI, Inc.), Blue
Merger Corp., Zoro Merger Corp., and Zurn Industries,
Inc.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Company has duly caused this
Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Iselin, State of New Jersey,
on June 15, 1998.
USI ATLANTIC CORP.
By: /s/ George H. MacLean
-------------------------
George H. MacLean
Senior Vice President,
General Counsel
and Secretary
