U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                         Form 10-KSB/A (Amendment No. 1)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                     For the Fiscal year ended June 30, 1995

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934


                         Commission file number:0-19899

                             U.S. HOME & GARDEN INC.
             (exact name of Registrant as specified in its charter)

            Delaware                                             77-0262908
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

 655 Montgomery Street, San Francisco CA                           94111
(Address of Principal Executive Office)                          (Zip Code)

Registrant's telephone number, including area code (415) 616-8111

Securities registered pursuant to Section 12(b) of the Act

                                      None.

Securities registered pursuant to Section 12(g) of the Act

    Common Stock, $.001 par value and Class A Common Stock Purchase Warrants

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes _X_   No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]

   The issuer's revenues for its fiscal year ended June 30, 1995 were
$19,691,859.

     The aggregate market value of the Common Stock held by non-affiliates of
the issuer (based upon the closing bid price) on September 21, 1995 was
approximately $33,247,000.

     As of September 21, 1995, 10,116,992 shares of the issuer's Common Stock,
par value $.001 per share were outstanding.

     Transitional Small Business Disclosure Format
Yes _____ No X____







Item 6.  Management's Discussion and Analysis or Plan of Operation

General

     The Company was organized in August 1990.  From inception  through June 30,
1992, the Company  engaged in only limited  operations and had not generated any
operating  revenue,  other than,  limited revenue of approximately  $44,000 from
preliminary test marketing.  From August 2, 1990 (date of inception) to June 30,
1992,  the Company  expended  approximately  $900,000 for  operating  (including
accounting and legal) costs in connection  with  developing  and  implementing a
business plan and marketing  strategy,  conducting  preliminary  test marketing,
selecting   management   personnel,   establishing  its  executive  offices  and
computerized operating systems,  determining inventory requirements,  securing a
product and  manufacturing  agreement with  Agri-Mart,  Inc. and  consummating a
sales assistance  agreement.  Initial  shipments of the Company's Garden Thunder
Organic lawn and garden care products,  which,  except for Garden Thunder Liquid
Lime, are no longer marketed by the Company, commenced in March, 1993. Shipments
of Power  Gardeners(TM)  commenced in January 1994. See Item 1.  "Description of
Business -- Lawn and Garden Care Products."

     On August 19, 1992, the company  acquired all of the issued and outstanding
common stock of Golden West.  The  acquisition  was  accounted for as a purchase
and,  accordingly,   the  results  of  operations  have  been  included  in  the
consolidated statement of operations of the Company since August 19, 1992.

   
     On September 1, 1994 (the "Closing  Date"),  Easy Gardener  acquired all of
the  assets  used in  connection  with  the  lawn and  garden  business  of Easy
Gardener, Inc. ("EGI"), and accordingly, the results of the operations have been
included in the  consolidated  statement  of  operations  of the  Company  since
September 1, 1994. The purchase  price of $20,500,000  (subject to adjustment as
described  below)  was paid by the  delivery  of (i)  $8,000,000  in cash (ii) a
promissory  note (the "Note")  issued by Easy Gardener in the initial  principal
amount  of  $10,500,000,   and  (iii)  two  convertible  promissory  notes  (the
"Convertible  Notes") issued by the Company each in the initial principal amount
of  $1,000,000.  The note  was paid  from the  proceeds  of the  Company's  bank
financing in September  1994. The Convertible  Notes plus accrued  interest were
each  converted  into 457,198  shares of the Company's  common stock and Class B
warrants to acquire 457,198 shares of common stock at an exercise price of $2.28
per share. The convertible Notes were automatically  converted upon the February
1995  approval  by  the  stockholders  of the  Company  of an  Amendment  to the
Company's  Certificate of  Incorporation  increasing the amount of the Company's
authorized common stock to 30,000,000  shares. The purchase price was subject to
increase, if and to the extent that on the date of closing the current assets of
EGI  exceeded  current   liabilities  by  $6,600,000.   This  additional  amount
approximated  $783,000 at the date of closing and was paid in October  1994.  In
addition,
    

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approximately  $2,200,000  was  contingently  payable to EGI over the four years
following the closing date based upon the acquired business  generating  certain
specified levels of net income. 
    


     As a result of an evaluation of sales of certain products and the effect of
such sales on results of operations for the fiscal year ended June 30, 1994, the
Company  decided  to  concentrate  future  marketing  efforts on  products  that
management believes have the greatest sales potential. As part of this decision,
the Company has ceased  marketing its insect and animal control products and its
three Garden  Thunder  organic lawn and plant care  products and intends to sell
only its liquid lime product and remaining  inventory of Power  Gardeners.  As a
result of such restructuring  plan, the Company recorded a restructuring  charge
of  approximately  $3,400,000  during  its  fiscal  year  ended  June 30,  1994,
primarily through the write-downs of inventory,  including  write-downs relating
to the Power Gardener, and intangible assets. The Company is currently seeking a
purchaser for the product  rights and molds  associated  with The Power Gardener
which  represented  approximately  $1,120,000 of the Company's assets as of June
30, 1995. The Company expects to significantly reduce the carrying value of such
assets if no transaction is consummated by June 1996.

     The Company has  broadened  the number of  products it sells  through  Easy
Gardener by entering  into an agreement  in which it has acquired the  exclusive
right to distribute  the Solartex  brand of shade fabric  commencing  October 1,
1995. The Company believes that its ability to market shade cloth as well as the
two types of patented lawn edging product acquired by the Company in August 1995
will help extend its selling  season  beyond the  traditional  spring and summer
seasons for most lawn and garden products.

Year Ended June 30, 1995 Compared to Year Ended June 30, 1994


     During the year ended June 30, 1995 the Company had  consolidated net sales
of  $19,691,859,  (of which  $18,256,160 is attributable to the inclusion of ten
months sales of Easy Gardener and  approximately  $1,300,000 is  attributable to
Golden West sales),  compared to  consolidated  net sales of $3,063,297  for the
year ended June 30, 1994.  Sales of the Company's  lawn and garden care products
decreased by $1,492,126 during the year ended June 30, 1995 compared to the year
ended June 30, 1994,  primarily due to the Company's decision during the quarter
ended June 30,  1994 to decrease  and  eventually  eliminate  the  marketing  of
certain of these products, and to concentrate future marketing efforts primarily
on

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Easy Gardener's products and agricultural products sold through Golden West.

     The  Company's  consolidated  cost of goods  sold and gross  profit  margin
generated  during the year ended June 30,  1995 were also  significantly  higher
than the comparable period in 1994 primarily due to the inclusion of the results
of Easy Gardener for the ten months during the 1995 period.

     The  Company's  consolidated  selling and  shipping  expenses  increased to
$4,373,681  during  the year  ended  June 30,  1995 from  $1,527,413  during the
comparable  period in 1994  primarily as a result of the inclusion of ten months
of expenses (approximately $3,697,057) of Easy Gardener. The increase due to the
inclusion  of Easy  Gardener  was  partially  offset by a $850,789  decrease  in
selling and shipping expenses for operations not related to Easy Gardener during
the year ended June 30,  1995  compared  to the year  ended June 30,  1994.  The
decrease was due, in part, to the decrease in staffing and other costs,  such as
marketing,  freight,  commission and consulting  expenses,  associated  with the
discontinuation of sales of some of the Company's lawn and garden care products.

     The Company's consolidated general and administrative expenses increased to
$2,996,238  during  the year  ended  June 30,  1995 from  $1,855,722  during the
comparable  period in 1994  primarily as a result of the inclusion of ten months
general and administrative expenses (approximately $1,797,943) of Easy Gardener.
The increase due to the  inclusion of Easy  Gardener was  partially  offset by a
$657,427  decrease in general and  administrative  expenses for  operations  not
related to Easy  Gardener  during the year ended June 30,  1995  compared to the
year ended June 30, 1994.  The decrease  resulted  primarily from a reduction in
salaries,  professional  fees, bad debt expense and other  administrative  costs
relating to discontinued products.

     The Company's  consolidated interest expense increased to $1,591,329 during
the year ended June 30,  1995 from  $68,414  during the year ended June 30, 1994
primarily due to the increase in outstanding  indebtedness which was incurred in
connection with the purchase of the assets of EGI in September of 1994.

     The Company's  consolidated income tax expense increased to $38,000 for the
year ended June 30, 1995 from $0 during the year ended June 30,  1994  primarily
due to Easy  Gardener's  state  franchise tax. No federal income tax expense was
incurred  during the fiscal year ended June 30, 1995  primarily as a result of a
tax deduction of approximately $2,000,000 for restructuring expenses.


     As a result of the foregoing the Company achieved a consolidated net income
of $1,574,779  for the year ended June 30, 1995 compared to a  consolidated  net
loss of $5,218,851 (which included a restructuring charge of $3,402,732) for the
year ended June 30, 1994.

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     Liquidity and Capital Resources

     The Company has financed its operations primarily through net proceeds from
the Company's private and public sales of securities and borrowings from lending
institutions and from its president.

     At June  30,  1995,  the  Company  had  consolidated  cash  and  short-term
investments   totalling   approximately   $970,000   and   working   capital  of
approximately $3,926,000. Compared to June 30, 1994 the Company had consolidated
cash and short-term  investments totalling  approximately $589,000 and a working
capital  (deficit)  of  approximately  ($347,000).  The  increase  in  cash  and
short-term  investments  and working capital from June 30, 1994 is due primarily
to the acquisition of assets of EGI.

     Net cash provided by operating  activities for the year ended June 30, 1995
was  $437,662,  consisting  primarily  of net  income  plus  depreciation  and a
decrease in  inventory  offset in part by an  increase  in  accounts  receivable
related to increased sales volume. Net cash used in investing activities for the
year ended June 30, 1995 was $15,576,447,  consisting primarily of cash used for
the acquisition of assets of EGI and, to the lesser extent, capital expenditures
primarily  for the EGI  facility,  offset  in part  by the  sale of  short  term
investments.  Net cash provided by financing  activities for the year ended June
30, 1995 was  $16,021,424,  consisting  primarily  of the  proceeds of bank term
loans and proceeds from issuances of stock.

     At June 30,  1995 the  Company had  consolidated  term debt of  $10,200,000
which was  incurred  in  connection  with the  purchase  of  assets  of EGI.  In
connection with the acquisition of EGI, Easy Gardener obtained a $6,000,000 five
year term loan  facility  bearing  interest at the prime rate plus 2%, which was
payable in quarterly  installments  commencing January 1, 1995; and a $4,000,000
seven  year term loan  facility  bearing  interest  at the rate of 12% per annum
which was payable in quarterly  installments of $500,000  commencing  January 1,
2000. In connection with the acquisition,  the Company also secured a $3,000,000
revolving  credit  facility to finance  working  capital.  In December 1994, the
original bank and another  financial  institution  as  co-lenders,  modified the
revolving  facility and the term loan  facilities.  The  revolving  facility was
increased to $5,000,000, the five year term loan was increased to $8,000,000 and
the seven year term loan was reduced to $3,000,000. Advances under the revolving
facility bear  interest at a floating  annual rate of 2% over one of the lending
institution's  prime rate,  the five year term loan bears interest at the annual
rate of 12.25% and the seven year term loan bears interest at the annual rate of
12%.  Interest  payments on all the  facilities  are due monthly.  The revolving
facility  expires on December 31, 1999 and all advances  under such facility are
then due unless they are required to be paid earlier under the terms of the loan
agreement between Easy Gardener and the lenders. Principal of the five year term
loan is  payable in monthly  installments.  However,  the five year term loan is
subject to certain mandatory prepayments of "excess cash flow"

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of Easy  Gardener and certain net proceeds of asset sales,  condemnation  awards
and insurance  recoveries.  Also, certain optional prepayments of advances under
the  revolving  facility  and the five year term loan  require  the payment of a
premium of between  1% and 4% of the  amount  prepaid.  The seven year term loan
facility  requires  Easy  Gardener to pay a fee when the loan is repaid  ranging
from a $300,000 fee at the end of the first year to a $4,140,000  fee at the end
of the seventh year. The  obligations of Easy Gardener under the loan facilities
are secured by all the assets of Easy  Gardener  and a guaranty of the  Company.
The  Company  anticipates  that in October  1995 it will be  required  to make a
mandatory  prepayment of  approximately  $600,000 under the five year term loan,
which amount  represents  the "excess cash flow" of Easy  Gardener as defined in
the  loan  facility.  The  prepayment  will be used to  reduce  the  outstanding
principal balance of the loan.

     The revolving  facility is available  primarily as an advance  against Easy
Gardener's outstanding receivables and inventory.  The line is collateralized by
a security  interest in Easy Gardener's  receivables and inventory.  The line of
credit is limited to a formula based on the outstanding  accounts receivable and
inventory  balances.  As of June 30, 1995,  based on this formula  approximately
$3,000,000  was  available  for borrowing by Easy Gardener and of that amount $0
was outstanding.

     In August 1995 the Company  expanded its Easy  Gardener(R)  product line to
include  two  types of  patent  pending  rigid  landscaping  edging  that can be
hammered  directly into the ground.  The expansion was accomplished  through the
Easy Gardener's  acquisition of the assets,  including  molds and inventory,  of
Dallas,  Texas based Emerald Products LLC for a purchase price of $935,000 which
was paid in cash and equivalents.

     The Company's cash flow and capital  requirements are typically affected by
the seasonal nature of its business. Sales of the Company's lawn and garden care
products  including Easy Gardener will be highly  seasonal,with the shipments of
products expected to be heavily  concentrated in the spring and summer. Sales of
Golden  West's  products are also  seasonal.  Most  shipments  of Golden  West's
products  occur during the period from March through  October (the  agricultural
cultivation  period).  The  Company's  results  of  operations  may be  severely
adversely affected by poor weather conditions. Prolonged periods of poor weather
conditions could result in reduced consumer purchases of do-it-yourself lawn and
garden care products and reduced agricultural plantings,  thereby reducing sales
of the Company's products. In addition,  unexpected production or transportation
difficulties  occurring at a time of peak  production on sales could cause sales
losses which would not be readily reversed before the following year.

     As part of its plan to provide  for its future  working  capital  needs the
Company has, among other things,  reduced certain  overhead  expenses  through a
reduction in personnel and by subletting a portion of certain office space,  and
since inception has issued approximately  $865,000 of equity securities to trade
vendors to

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satisfy outstanding accounts payable.

     Based on the  Company's  current  profitable  operations  and EGI's  recent
historical  cash flow the Company  believes that the operations of Easy Gardener
will  generate  sufficient  cash flow to service the debt incurred in connection
with  the  acquisition  of  EGI's  assets.  However,  if such  cash  flow is not
sufficient to service the debt, the Company will be required to seek  additional
financing which may not be available on commercially acceptable terms or at all.
In   addition,   the  Company  will  be  required  to  amortize  as  an  expense
approximately  $13,674,000  over a period  of 30 years  in  connection  with the
amortization of the goodwill  related to the purchase of EGI (being the value of
the cost over the value of the net  assets  acquired).  The  Company  is already
amortizing  approximately  $105,000  per year of  goodwill  relating  to a prior
acquisition. In addition, the Company will be required to amortize approximately
$1,476,000  of  deferred  financing  costs  over a  period  of 5 to 7  years  in
connection with the funds borrowed to finance the purchase of EGI.

     As of June 30, 1995, the Company has accumulated  approximately  $3,925,000
of net operating  losses for federal tax purposes and  approximately  $2,750,000
for  California  income tax purposes that can be  carryforward  to offset future
taxable income. The Company cannot utilize these tax losses until its operations
become profitable. If the Company produces taxable income in the future, it will
be able to utilize these net  operating  loss  carryforwards  to satisfy its tax
liabilities  to the extent of such  carryforwards.  Primarily as a result of the
net operating losses the Company has recorded a deferred tax asset of $1,851,000
at June 30, 1995.  The Company has recorded a 100% valuation  allowance  against
the deferred tax asset since management  cannot determine that it is more likely
than not that the deferred tax asset can be realized.

     The Company  believes that the cash  generated from  operations,  available
borrowings  and net proceeds from warrants  exercised to purchase  common stock,
will be sufficient to fund its operations at least through fiscal 1996.


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                                   SIGNATURES

   
     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this  amendment  to  the  report  to be  signed  on  its  behalf  by the
undersigned duly authorized.


                                               U.S. Home & Garden Inc.
                                                        (Registrant)

                                               By:/s/Robert Kassel
                                                  -------------------------
                                                  Robert Kassel, President

Dated:  May 20, 1997
    


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