Exhibit 2.2

              AMENDMENT NO. 1 TO STOCK AND ASSET PURCHASE AGREEMENT

AMENDMENT No. 1 (this "Amendment") dated as of April 26, 2002, by and between
JUSI Holdings, Inc., a Delaware corporation ("JUSI"), and Hubbell Incorporated,
a Connecticut corporation ("Buyer"), to the Stock and Asset Purchase Agreement
(the "Purchase Agreement") dated as of March 19, 2002 by and among JUSI, U.S.
Industries, Inc., a Delaware corporation ("USI"), USI Canada Inc., an Ontario
corporation ("USI Canada"), and Buyer.

                              W I T N E S S E T H :

         WHEREAS, USI, JUSI, USI Canada and Buyer previously entered into the
Purchase Agreement;

         WHEREAS, the Purchase Agreement contemplates a purchase by Buyer of all
of the outstanding capital stock of LCA Group Inc., a Delaware corporation, and
Dual-Lite Inc., a Delaware corporation, and the assets and liabilities of the
Progress division of USI Canada Inc., an Ontario corporation (the "Sale"); and

         WHEREAS, the Purchase Agreement provides that it may be amended in
writing if such writing is signed by JUSI and Buyer.

         WHEREAS, Buyer and Sellers desire to amend the provisions of the
Purchase Agreement specified herein.

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Definitions. All capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Purchase
Agreement.

         SECTION 2. Definition of Excluded Liabilities. Clause (xv) of the
definition of Excluded Liabilities in Section 1.01 in the Purchase Agreement is
hereby amended by deleting the word "facility" and replacing such word with
"facilities" and by inserting the words "and 16555 East Gale Avenue in City of
Industry, California" after the words "Ontario, California."

         SECTION 3. Disclosure Schedules. Buyer and JUSI agree that the
Disclosure Schedules shall be amended as set forth in Schedule A.

         SECTION 4. Closing Balance Sheet. Buyer and JUSI hereby agree that
notwithstanding Section 2.03(a)(C) of the Purchase Agreement, the liability
accrued under agreements listed in Schedule A shall be included in the






line item "Other liabilities -- current" or "Other liabilities - non-current" or
as separate line items on the Closing Balance Sheet.

         SECTION 5. Amendment. Except as modified or amended by this Agreement,
the Purchase Agreement shall remain unchanged. The Purchase Agreement, as
amended hereby, shall remain in full force and effect.

         SECTION 6. Miscellaneous. Sections 12.02, 12.04, 12.05, 12.06, 12.07
and 12.08 of the Purchase Agreement are hereby incorporated herein by reference.

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                                     JUSI HOLDINGS, INC.

                                                     By:  /s/ Steven C. Barre
                                                         -----------------------
                                                         Name:  Steven C. Barre
                                                         Title: Vice President

                                                     HUBBELL INCORPORATED

                                                     By:   /s/ James K. Braun
                                                         -----------------------
                                                         Name:  James K. Braun
                                                         Title: Vice President


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