AMENDMENT NO. 1
                                      TO
                           MUELLER INDUSTRIES, INC.
                          DEFERRED COMPENSATION PLAN
                   As Amended and Restated January 1, 1997

     Mueller Industries, Inc., a Delaware corporation (the "Company"),
pursuant to the power granted to it by Section 11.2 of the Mueller
Industries, Inc., Deferred Compensation Plan (the "Plan"), hereby amends the
Plan, as follows, effective as of January 1, 1997:


1.   Section 1.27 is amended in its entirety to read as follows:

"1.27: "Preferred Rate" for a Plan Year shall be 120% of the Crediting Rate
for such year if the Crediting Rate elected by the Participant is a rate
equal to the "Moody's Corporate Bond Rate" as described in Section 1.14 (a).
However, if the Crediting rate elected by the Participant is a benchmark
fund as described in Section 1.14 (b), then no preferred rate enhancement
shall be applied."

2.   Section 3.6 is amended in its entirety to read as follows:

"3.6: Prior to any distributions of benefits under Articles 4, 5, 6 or 7,
earnings shall be credited and compounded monthly to a Participant's Account
Balance, as such balance is determined each month in accordance with Section
3.4 above.  The rate for crediting shall be the Preferred Rate, except as
otherwise expressly provided herein.  If the Crediting or Preferred Rate is
based on Section 1.14 (a) hereof, such rate shall be determined each month
by dividing the applicable Preferred Rate (or, if expressly provide
otherwise, the Crediting Rate) by 12. If the Crediting or Preferred Rate is
based on Section 1.14 (b) hereof, such rate will be determined each month
based on the actual performance of the applicable benchmark fund.  The
performance of each elected benchmark fund (either positive or negative)
will be determined by the Committee, in its sole discretion, based on the
performance of the benchmark funds themselves.  A Participant's Account
Balance shall be credited or debited on a daily basis based on the
performance of each benchmark fund selected by the Participant, as
determined by the Committee in its sole discretion, as though (i) a
Participant's Account Balance were invested in the benchmark fund(s)
selected by the Participant, in the percentages applicable to such calendar
quarter, as of the close of business on the first business day of such
calendar quarter, at the closing price on such date; (ii) the portion of the
Annual Deferral Amount that was actually deferred during any calendar
quarter were invested in the benchmark fund(s) selected by the Participant,
in the percentages applicable to such calendar quarter, no later than the
close of business on the first business day of the month in which such
amounts are actually deferred from the Participant's Base Annual Salary
through reductions in his or her payroll as per Section 3.4, at the closing
price on such date; and



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(iii) any distribution made to a Participant that decreases such
Participant's Account Balance ceased being invested in the benchmark
fund(s), in the percentages applicable to such calendar quarter, no earlier
than three business days prior to the distribution, at the closing price on
such date."

     The Company has caused this Amendment to be signed by its duly
authorized officer as of the date written below.

                                       MUELLER INDUSTRIES, INC.

                                       By:/S/William H. Hensley


                                       Its: Vice President, General
                                            Counsel and Secretary


                                       Date: January 1, 1997





































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