Filed by U.S. Home & Garden Inc. pursuant to
                                    Rule 425 of the Securities Act of 1933 and
                                    also deemed filed pursuant to Rule 14a-6 of
                                    the Securities Exchange Act of 1934. Subject
                                    Company: U.S. Home & Garden Trust I
                                    Commission File No.: 005-57279

                                               Kevin McGrath, Investor Relations
                                               Cameron Associates
                                               212.245.4577
                                               kevin@cameronassoc.com

              U.S. HOME & GARDEN ANNOUNCES AGREEMENT TO SELL ASSETS
                               TO MANAGEMENT GROUP

      San Francisco, California (December 12, 2002) . . . U.S. Home & Garden
Inc. (Nasdaq: USHG) today announced that its Board of Directors has approved and
the Company has signed a definitive agreement providing for the sale by its
subsidiaries of substantially all of their assets to a management group led by
Dick Grandy. Dick Grandy is COO of the Company.

      Under the terms of the agreement, a new entity owned by the management
group will acquire substantially all of the assets and assume substantially all
of the liabilities of Easy Gardener, Inc. and its subsidiaries, Easy Gardener,
UK, Weatherly Consumer Products Group, Inc and Weatherly Consumer Products, Inc.
and Ampro Industries, Inc. The new company will also assume the obligations of
the parent company, USHG, to make monthly payments to U.S. Home & Garden Trust I
(Amex: UHG-pa) Trust Preferred Security holders. The transaction is subject to
the approval of the holders of the Trust Preferred Securities and a proxy
statement seeking such approval is being filed with the SEC as part of a
registration statement that is subject to SEC review and effectiveness. The
proposed sale is subject to a number of additional conditions including the
buyer obtaining the required financing and the USHG Board of Directors receiving
an acceptable final fairness opinion from the Company's financial advisor on
this transaction.

      Management anticipates that the proposed sale transaction will be
completed on or before March 15, 2003 and the Asset Purchase Agreement provides
that the proposed transaction must be completed on or before June 30, 2003.

      The gross purchase price for the assets, excluding the assumed liabilities
(the acquired subsidiaries' existing credit facility and term loan and the
approximately $57 Million currently outstanding under the Trust Preferred
Securities), is $19,272,500. After subtracting costs of the transaction, the
Company will receive minimum net cash of $18,700,000 upon the following terms:
net cash of between $17,900,000 and $18,200,000 at the closing and an additional
cash payment of between $500,000 and $800,000 on or before December 31, 2003.

      USHG has retained a financial advisor to assist the company in evaluating
strategic alternatives, including merger opportunities, which might be available
to the Company upon completion of this proposed transaction.

      Commenting on the proposed transaction, Robert Kassel, Chairman and CEO of
USHG, said, "Over the past several months, our Board of Directors has considered
various alternatives and offers to maximize shareholder value, including
possible strategic alliances and the sale of the Company. We are excited about
the management buyout transaction because it allows the





Company to realize a significant premium, on a per share basis, from the sale of
its operating businesses, while, at the same time, giving the Company the
ability to seek a potential alliance or merger opportunity to further add to
shareholder value. We believe that a challenging capital market, particularly
the initial public offering market, has created an attractive pipeline of
potential alliance or merger candidates in promising industries. The retained
Golden West subsidiary will continue to generate revenues. We are considering
the future of this subsidiary as well."

      About U.S. Home & Garden Inc.

      U.S. Home & Garden Inc. is a leading manufacturer and marketer of a broad
range of consumer lawn and garden products including weed preventative landscape
fabrics, fertilizer spikes, decorative landscape edging, shade cloth and root
feeders which are sold under various recognized brand names including Weed
Block(R)", Jobe's(R), Emerald Edge(R), Shade Fabric(TM) Ross(R)" and Easy
Gardener(R). The Company markets its products through most large national home
improvement and mass merchant retailers.

      To learn more about U.S. Home & Garden Inc., please visit its web site at
www.ushg.com.

      "Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995:

      Certain statements contained in this press release that are not historical
facts are forward looking statements that involve a number of known and unknown
risks, uncertainties and other factors that could cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievement expressed or implied by such forward
looking statements. These risks and uncertainties include, but are not limited
to, the ability of the Company to successfully integrate any future businesses
or product lines acquired into existing operations, the Company's growth
strategy, customer concentration, outstanding indebtedness, dependence on
weather conditions, seasonality, expansion, and other activities of competitors,
changes in federal or state environmental laws and the administration of such
laws, protection of trademarks and other proprietary rights, the general
condition of the economy, the general effect of the slowdown of the economy on
the Company's operations, its ability to achieve the financial objectives
discussed in this release, and other risks detailed in the Company's Securities
and Exchange Commission filings. The words "anticipate", "expect", and "intend",
and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date the statement was made.

Additional Important Information

      This release does not constitute an offer of sale of any securities in any
jurisdiction. A registration statement on Form S-4 relating to the proposed
transaction is expected to be filed with the Securities and Exchange Commission.
A proxy statement/prospectus relating to the proposed sale of assets will be
included in the registration statement and will be mailed to holders of Trust
Preferred Securities of U.S. Home & Garden Trust I who are entitled to vote on
the transaction, when it becomes available. Holders of Trust Preferred
Securities of the Trust and potential investors are invited to read the proxy
statement/prospectus regarding the proposed sale of assets since it will contain
important information regarding the proposed transaction. Holders of Trust
Preferred Securities of the Trust and prospective investors may obtain a copy of
the proxy statement/prospectus which will be delivered, when it becomes
available, to holders of Trust Preferred Securities who are voting on the
proposed sale of assets, free of charge from the Securities and Exchange
Commission's website at http://www.sec.gov. The proxy statement/prospectus may
also be obtained, when it becomes available, from U.S. Home & Garden Inc. free
of charge by directing such requests to U.S. Home & Garden Inc.'s Corporate
Secretary at 655 Montgomery Street, Suite 500, San Francisco, California 94111
or by calling U.S. Home & Garden Inc.'s Corporate Secretary at (415) 616-8111.
U.S. Home &





Garden Inc. and its officers and directors may be deemed to be participants in
the solicitation of proxies from holders of Trust Preferred Securities of the
Trust with respect to the approval of the proposed sale of assets. Information
regarding such officers and directors, including their direct or indirect
interests in the proposed sale of assets arising from their securities holdings
or otherwise, will be set forth in or incorporated into the proxy
statement/prospectus.


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