SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): July 31, 2003
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                            U.S. HOME & GARDEN INC.
             (Exact name of registrant as specified in its charter)

   Delaware                        001-14015                   77-0262908
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(State or other                   (Commission                 (IRS  Employer
jurisdiction of                   File Number)              Identification No.)
incorporation)


     655 Montgomery Street, San Francisco, California        94111
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     (Address of principal executive offices)              (zip code)


       Registrant's Telephone Number, including Area Code: (415) 616-8111
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                                      N/A
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         (Former name or former address, if changed since last report)






Item 5.           Other Events and Required FD Disclosure

         On July 31, 2003, U.S. Home & Garden Inc. (the "Company"), Easy
Gardener, Inc., Ampro Industries, Inc., Weed Wizard Acquisition Corp. and Easy
Gardener Products Ltd. ("Easy Gardener Products") entered into a second
amendment to the Asset Purchase Agreement dated December 12, 2002 relating to
the proposed purchase by Easy Gardener Products of substantially all of the
assets of Easy Gardener and Ampro, comprising, on a consolidated basis,
substantially all of the assets of the Company. The amendment provides for a
reduction of $6,750,000 in the cash purchase price payable to the Company's
selling subsidiaries. In addition, Robert Kassel, the Company's Chief Executive
Officer, agreed to reduce the consideration payable to him by Easy Gardener
Products for his non-compete and non-disclosure covenants by $1,250,000.

         The reduction in purchase price was necessitated by the previously
announced lower than expected revenues of the Company for the fourth quarter of
fiscal 2003 and the corresponding reduction in net income for that period. Based
on the Company's internal unaudited financial statements, the Company expects to
report revenues for the fourth quarter of approximately $26.8 million, which is
approximately $5.5 million lower than had been expected. As previously
announced, these results reflected the impact of unseasonably wet and cold
spring weather, particularly in the Midwest and East Coast regions of the
country where the Company's business has been historically concentrated, which
reduced consumer demand for its seasonal lawn and garden products. Easy Gardener
Products informed the Company that based on these results its potential
financing sources were unwilling to provide financing for the transaction unless
Easy Gardener Products would have significantly greater working capital after
the closing, thus necessitating the foregoing reductions in payments to be made
by Easy Gardener Products.

         The fourth quarter results had the further effect of causing the
Company, based on its internal unaudited financial statements, to be in
violation of a covenant under its credit facility at April 30 and May 31, 2003
and two such covenants at June 30, 2003.



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                   U.S. HOME & GARDEN INC. (Registrant)

Dated:  August 1, 2003             By: /s/ Robert Kassel
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                                       Robert Kassel
                                       Chief Executive Officer and President