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, 1996

                                       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, 1996 were
$27,030,924.

     The aggregate market value of the Common Stock held by non-affiliates of
the issuer (based upon the closing sale price) on September 30, 1996 was
approximately $32,800,000.

     As of September 30, 1996, 13,914,516 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

Year Ended June 30, 1996 Compared to Year Ended June 30, 1995

     During the year ended June 30, 1996 the Company had  consolidated net sales
of $27,030,924  compared to consolidated net sales of $19,691,859 for the fiscal
year ended June 30, 1995.  Approximately $3,760,000 of the increase in net sales
for the year ended June 30, 1996 resulted from the introduction of new products.
In addition, the Company believes that its sales were positively affected by the
continued  penetration  in existing  markets,  expansion  into new markets and a
higher  recognition of EGAC's brand and products.  Furthermore,  the increase in
net sales also  resulted  from the  inclusion  of twelve  months of net sales of
EGAC's  products  in the 1996 period  compared to ten month  period in the prior
fiscal year.

     The Company's  consolidated  cost of goods sold and gross profit  generated
during the year ended June 30, 1996 were also higher than the comparable  period
in 1995  primarily  due to the increase in net sales and the inclusion of twelve
months of EGAC's cost of goods sold in the 1996 period compared to ten months in
the 1995 period.  Gross profit, as a percentage of net sales, for the year ended
June 30, 1996 and 1995 was 53% and 54%, respectively.  The decrease in the gross
profit  percentage  was due to a change  in the  product  mix sold and to higher
costs, during the 1996 period, of resin and corrugated cardboard,  which are the
principal  materials  used in the  manufacturing  and  packaging  of EGAC's main
product, Weedblock(R).

     The  Company's  consolidated  selling and  shipping  expenses  increased to
$6,264,025 during the year ended June 30, 1996 from $4,373,681 in the comparable
period in 1995 primarily as a result of the increase in net sales.  In addition,
the increase in selling and shipping  expenses was a result of the  inclusion of
twelve  months of EGAC's  selling and shipping  expenses in 1996 compared to ten
months in 1995.  Selling  and  shipping  expenses as a  percentage  of net sales
increased  from 22% to 23% for the year  ended  June 30,  1996  compared  to the
comparable  period in 1995.  This  increase was  primarily  due to  introductory
advertising on new products.

     The Company's consolidated general and administrative expenses increased to
$4,347,741  during  the year  ended  June 30,  1996 from  $2,777,666  during the
comparable  period  in 1995  primarily  as a result of the  inclusion  of twelve
months of EGAC's  general and  administrative  expenses in 1996  compared to ten
months in 1995. Furthermore, the increase in general and administrative expenses
was due to  approximately  $208,000 of additional  amortization and depreciation
expense together with other additional related overhead expenses associated with
the overall  increase  in the size of the  Company.  General and  administrative
expenses,  as a  percentage  of net sales,  for the year ended June 30, 1996 and
1995, was 16% and 14%.


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     The Company's  consolidated interest expense increased to $2,009,157 during
the year ended June 30, 1996 from  $1,809,901  during the  comparable  period in
1995  primarily  as a result  of the  inclusion  in the 1995  period of only ten
months of  interest of EGAC's  outstanding  indebtedness  which was  incurred in
connection  with the  purchase  of the  assets of EGI in  September  1994.  This
increase was partially  offset by the February 1995  conversion of $2 million of
convertible  notes into common stock and  principal  payments of  $1,600,000  on
other notes payable. The convertible notes and other notes payable were incurred
in connection with the purchase of the assets of EGI in September 1994.

     During the year ended June 30,  1996,  the Company  recorded a $715,000 tax
benefit  compared to $38,000 tax expense  during the  comparable  period in 1995
primarily due to the Company's  recognition  of a deferred tax asset  associated
with the Federal net operating  loss  carryforwards.  See "Liquidity and Capital
Resources."

     As a result of the  foregoing,  the  Company  achieved a  consolidated  net
income of $2,523,666 in the year ended June 30, 1996 compared to a  consolidated
net income of $1,574,779 in the comparable 1995 period.


Liquidity and Capital Resources

     From  inception 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.

     At June  30,  1996,  the  Company  had  consolidated  cash  and  short-term
investments  totalling  $679,850 and working  capital of $5,327,886  compared to
June 30, 1995 when the Company had consolidated cash and short-term  investments
totalling  $970,310 and working  capital of $3,325,674.  The increase in working
capital  from June 30, 1995 is due  primarily  to the increase in net income for
the year ended June 30, 1996.

     Net cash provided by operating  activities for the year ended June 30, 1996
was $617,718 consisting  primarily of net income plus depreciation,  an increase
in  accounts  payable  and,  offset  in  part  by,  an  increase  in  inventory,
receivables,  and the deferred tax asset. Net cash used in investing  activities
for the year ended June 30, 1996 was  $2,102,788,  consisting  primarily of cash
used  for  the  acquisition  of the  assets  of  Emerald  Products  LLC  and the
additional purchase price of the assets of EGI and, to a lesser extent,  capital
expenditures  primarily  for the EGAC  facility.  Net cash provided by financing
activities for the year ended June 30, 1996 was $1,194,609, consisting primarily
of the  exercising  of warrants to purchase  common stock and proceeds  from the
bank line of credit and, offset in part by payments of notes payable.

   
     On August 11, 1995, Emerald Products Corporation, a newly-
    

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formed  wholly-owned  subsidiary of EGAC,  acquired from Emerald  Products,  LLC
("Emerald") all of the assets, including product rights and all other intangible
assets,  of Emerald used in connection  with Emerald's home lawn and garden care
distribution business.  The cash purchase price was $935,000,  subject to upward
adjustment based upon the Company achieving certain annual gross sales levels of
acquired product lines through September 2002. This additional  consideration is
payable in cash  quarterly and based upon 2.5% of annual  Emerald gross sales of
up to $4,000,000,  1.5% of annual gross sales between  $4,000,001 and $5,000,000
and 1% of annual gross sales grater than $5,000,000.
    

     Subsequent  to June 30,  1996,  warrants  to  purchase  common  stock  were
exercised resulting in net proceeds to the Company of approximately  $5,300,000.
The  proceeds  of these  warrant  exercises  were used to fund a portion  of the
Weatherly acquisition.

   
     In connection  with the  acquisition of the assets of Easy  Gardener,  Inc.
("EGI")  consummated on September 1, 1994, a sum of approximately  $2,200,000 in
addition to the  purchase  price was made  contingently  payable to EGI over the
four  years  following  the  closing  date  based  upon  the  acquired  business
generating  certain  specified  levels of the net income.  As of June 30,  1996,
$733,332  has been added to the excess of cost over net assets  acquired of Easy
Gardener based upon operating results obtained through June 30, 1996. As of June
30, 1996,  approximately $489,000 is payable for this additional purchase price.
As of June 30,  1996,  EGI is still  eligible  to  receive  approximately  $1.47
million in additional future contingent consideration.


     As part of the finacing of the EGI acquisition,  EGAC obtained from certain
institutional  lenders a $8,000,000 five year term loan, a $3,000,000 seven year
term loan and a $6,000,000  revolving  credit  facility.  At June 30, 1996,  the
outstanding  principal  amounts owing under the term loans and revolving  credit
facilities were $8,599,998 and $1,288,146, respectively.
    

     In August 1996,  in connection  with the  acquisition  of  Weatherly,  EGAC
entered  into  a  new  credit  agreement   ("Credit   Agreement")  with  certain
institutional lenders under which its outstanding term loan and revolving credit
indebtedness were refinanced. Pursuant to the Credit Agreement, the lenders have
provided  the  Company  with  the  following  revolving  credit  and  term  loan
facilities:

     (a) Revolving Credit  Facility:  The maximum amount available for borrowing
under this  facility from time to time is equal to the lesser of $13 million and
a borrowing  base  determined  by reference to specified  percentages  of EGAC's
consolidated  accounts  receivable and inventory  deemed to be "eligible" by the
lenders.  As of  September  30,  1996,  based  on  this  formula,  approximately
$4,978,384 was available for borrowing and $942,394  aggregate  principal amount
of revolving credit loans was outstanding.

     Revolving credit loans bear interest at an annual rate chosen by EGAC based
on the prime rate of one of the lenders or LIBOR (the London inter-bank  offered
rate) plus an applicable  marginal  rate.  At September 30, 1996,  the effective
annual rate for  outstanding  revolving  credit  loans was 9.5%.  The  revolving
credit  facility  expires  on June 30,  2002  (the  "Expiration  Date")  and all
outstanding  revolving credit loans are then due, unless such loans are required
to be repaid earlier by the terms of the Credit Agreement. In addition, for a 10
day period in each year, all outstanding revolving credit loans must be paid and
no revolving credit loans may be borrowed. Revolving credit loans may

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be voluntarily prepaid at any time. Subject to the availability  formula and the
Expiration  Date,  amounts  repaid  may be  reborrowed  and,  subject to certain
restrictions, outstanding prime rate loans may be converted to LIBOR rate loans.
EGAC is also  required  to pay  certain  commitment,  service  and other fees in
connection  with this  facility.  If EGAC  determines to terminate the revolving
credit facility prior to the Expiration  Date, the outstanding  revolving credit
loan  must be  prepaid  together  with a premium  from 1% to 3% of the  "Average
Yearly Loan  Balance"  (as  defined in the Credit  Agreement)  of the  revolving
credit loans.

     (b) Term Loan Facility:  Pursuant to this facility,  EGAC obtained two term
loans (the "Term Loans"), one in the principal amount of $23 million ("Term Loan
I") and the other in the  principal  amount of $2.25  million  ("Term Loan II"),
each of which  matures on the  Expiration  Date.  The Term Loans are  payable in
quarterly  installments of principal,  commencing as to Term Loan I in September
1996  and as to Term  Loan II in  September  1998.  Interest  on Term  Loan I is
payable,  at the  election  of EGAC,  at the  adjusted  prime rate or LIBOR rate
described  above,   and  EGAC  may  from  time  to  time,   subject  to  certain
restrictions,  convert  Term Loan I from a prime rate loan to a LIBOR rate loan.
The  effective  annual  rate of interest  for Term Loan I is 9.5%.  Term Loan II
bears interest at a floating rate equal to prime rate of one of the lenders plus
6%. The effective  annual rate of interest for Term Loan II is 14.25%.  Interest
is payable monthly in arrears on prime rate loans and at the end of the interest
period for a LIBOR rate loan if the interest period is 3 months or less. If EGAC
elects to prepay Term Loan I in full, at any time prior to the Expiration  Date,
EGAC is also  obligated  to  prepay  a  premium  of from 1% to 3% of the  amount
prepaid.  Term  Loan  I is  subject  to  certain  mandatory  prepayments  of the
principal  amount of such Term Loan from  "excess  cash flow" (as defined in the
Credit Agreement) of EGAC and certain net proceeds of asset sales,  condemnation
awards and insurance recoveries.  The next mandatory prepayment of the principal
amount of the Term Loan I on account of "excess cash flow",  if any, will be due
in October 1997.

     EGAC's  obligation to pay the principal of, interest on,  premium,  if any,
and all other amounts  payable on account of the revolving  credit loans and the
Term  Loans  is  secured  by  substantially  all of the  assets  of EGAC and its
subsidiaries   and  the  irrevocable   guaranties  of  the  Company  and  EGAC's
subsidiaries  of such  obligations.  Upon the  occurrence  of events of  default
specified in the Credit  Agreement,  the maturity of the  outstanding  principal
amounts of the revolving  credit loans and the Term Loans may be  accelerated by
the lenders and the security  interests of the lenders in the assets of EGAC and
its subsidiaries may be foreclosed.

     Under the Credit  Agreement (a) EGAC is required,  among other  things,  to
comply with certain  limitations on incurring  additional  indebtedness,  liens,
guaranties, capital and operating lease expenses in excess of a specified amount
per year, and sales of assets and payment of dividends, (b) EGAC and the Company
must

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comply with certain  limitations on merger,  liquidations,  changes in business,
investments,  loans and advances,  or certain  acquisition of  subsidiaries.  In
addition,  EGAC must comply with certain minimum interest coverage, debt service
and fixed  change  rates,  not permit its Net Worth (as defined) to be less than
certain  amounts and generate  certain minimum amounts of income before interest
expenses,  taxes,  depreciation  and  amortization.  A violation of any of these
covenants constitutes an event of default under the Credit Agreement.

     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 EGACS, are highly seasonal,  with the shipments of products
heavily   concentrated  in  the  spring  and  summer.  Sales  of  the  Company's
agricultural  products,  through its  subsidiary  Golden West are also seasonal.
Most  shipments  of Golden  West's  products  occur during the period from March
through  October  (the  agricultural   cultivation   period),   with  orders  by
agricultural  distributors  generally  placed  a month  prior to  shipment.  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  weekend  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.

     The Company  believes that the operations of EGAC will generate  sufficient
cash flow to service the debt incurred in connection  with the  acquisitions  of
EGI's assets and of Weatherly.  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 has  commenced  amortizing  over 30 years  approximately
$14,170,000 of goodwill  related to the purchase of the assets of EGI (being the
value of the cost  over the  value of the  assets  acquired).  Furthermore,  the
company  has  commenced  amortizing  over 20  years  approximately  $780,000  of
goodwill related to the purchase of Emerald Products LLC. The Company is already
amortizing   approximately  $105,000  per  year  of  goodwill  relating  to  the
acquisition of Golden West. As a result of the debt refinancing occurring in the
first  quarter of fiscal 1997  associated  with the Weatherly  acquisition,  the
Company  will record as an  extraordinary  expense  approximately  $1.4  million
relating  to  the  write  off of the  old  loan  fees  plus  certain  prepayment
penalties.

     In April 1996, the Company  entered into an agreement with an  unaffiliated
company  pursuant  to  which  it sold all of the  remaining  inventory  of Power
Gardener,  as well as, the manufacturing rights and manufacturing molds relating
to Power  Gardener in  consideration  for  $1,600,000 of trade  credits.  To the
extent the  unaffiliated  company  sells  Power  Gardener  units it will remit a
specified

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percentage  of the net cash  proceeds  of such sales to the  Company  which will
proportionately  reduce the value of the trade credits  received by the Company.
The trade credits are for advertising  media,  equipment and services and expire
three years from the date of the agreement.

     As of  June  30,  1996,  the  Company  has  a net  deferred  tax  asset  of
$1,333,000,  the  majority  relating  to the tax  benefit  associated  with  the
accumulated net operating losses of approximately  $3,498,000 for Federal income
tax purposes which expire in 2009. The Company believes that with the successful
implementation  of the September  1994  acquisition of the assets of EGI and the
most recent Weatherly Consumer Products acquisition in August 1996,  realization
of this asset is more likely than not. Because taxable income in the next fiscal
year is estimated to be in excess of the net operating  loss  carryforward,  the
Company has recognized the estimated $1,190,000 benefit of federal net operating
loss  carryovers  as a current  deferred tax asset.  For  California  income tax
purposes,  the Company has  accumulated  net operating  losses of  approximately
$2,097,000 which expire through 2000. Based upon the estimated taxable income to
be apportioned to California  over the next few fiscal years and considering the
expiration  date  of  the  net  operating  loss  carryovers,   the  Company  has
established a valuation reserve of $148,000  relating to the estimated  $200,000
benefit associated with the California net operating loss carryovers.

     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 1997.


Recent Accounting Pronouncements

     In October 1995, the Financial Accounting Standards Board ("FASB"),  issued
a Statement of Financial  Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based  Compensation,"  which requires that  companies  measure the cost of
stock-based  employee  compensation  at the grant date based on the value of the
award  and  recognize  this  cost  over the  service  period.  The  value of the
stock-based award is determined using the intrinsic method whereby  compensation
cost is the excess of the quoted  market price of the stock at the date of grant
or other  measurement  date over the amount an employee  must pay to acquire the
stock.  SFAS No. 123 is effective  for  financial  statements  issued for fiscal
years  beginning  after  December  15,  1995,  and is  not  expected  to  have a
significant impact on the Company's financial statements.

     In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment
of  Long-Lived  Assets  and for  Long-Lived  Assets  to be  Disposed  Of."  This
statement  requires that long-lived  assets and certain  intangibles be held and
used by an entity and be reviewed for impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable. The

                                       -8-







measurement  of an  impairment  loss for  long-lived  assets  and  indemnifiable
intangibles  that an entity  expects to hold and use should be based on the fair
value of the asset.  SFAS No. 121 is  effective  for  financial  statements  for
fiscal years  beginning  after  December 15, 1995, and is not expected to have a
significant impact on the Company's financial statements.


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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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