8-K

                                  UNITED STATES
                       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): June 26, 2003

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

           DELAWARE                   001-14015                77-0262908
(State or other jurisdiction         (Commission            (I.R.S. Employer
      of incorporation)              File Number)           Identification No.)

655 Montgomery Street, San Francisco, CA                          94111
(Address of principal executive offices)                        (Zip Code)

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

- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)



Item 9. Regulation FD Disclosure

            The following information is furnished in satisfaction of Item 12
"Disclosure of Results of Operations and Financial Condition" of Form 8-K and is
being presented under Item 9 "Regulation FD Disclosure" pursuant to the interim
guidance of the Securities and Exchange Commission contained in its Release no.
33-8216 and 34-47583.

            On June 26, 2003 U.S. Home & Garden Inc. (the "Company") issued a
news release announcing that the special meeting of holders of Trust Preferred
Securities of U.S. Home & Garden Trust I scheduled for June 27, 2003 would be
adjourned. The new release also contained certain information regarding the
Company's results of operations for the fiscal quarter ended June 30, 2003. A
copy of the news release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.


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                                   SIGNATURES

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

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


                                      By: /s/ Robert Kassel
                                          --------------------------------------
                                          Robert Kassel
                                          Chief Executive Officer and President

Date: July 2, 2003


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                                 EXHIBIT INDEX

             Exhibit 99.1- Press Release of U.S. Home & Garden Inc.
                              dated June 26, 2003.

EX-99.1

U.S. Home & Garden Announces Adjournment of Special Stockholders Meeting
Thursday June 26, 3:53 pm ET

SAN FRANCISCO--(BUSINESS WIRE)--June 26, 2003--U.S. Home & Garden Inc.
(OTCBB:USHG - News) today announced that the proposed special meeting of holders
of the 9.40% Cumulative Trust Preferred Securities of U.S. Home & Garden Trust I
(AMEX:UHG_pa - News), which is scheduled to be held at the Company's office at
9:00 AM local time on June 27, 2003 to consider certain proposed amendments to
the instruments governing the rights of the Trust Preferred security holders
will be adjourned. Although revenues and net income for the fourth fiscal
quarter ended June 30, 2003 improved over the third quarter of fiscal 2003 the
Company expects that its revenues for its fourth quarter of fiscal 2003 will be
approximately $4-6 million lower than it had previously anticipated. The Company
also expects a corresponding reduction in net income for the fourth quarter of
fiscal 2003 from its prior expectations. These expected results reflect the
impact of unseasonably wet and cold spring weather, particularly in the mid-west
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. As a result, the parties to the proposed transaction to
sell substantially all of the assets of the material operating subsidiaries of
U.S. Home & Garden Inc. to a new entity formed by certain members of current
management, are in the process of renegotiating the terms and conditions,
including a reduction in the proposed purchase price.

The Company anticipates that the special meeting of holders of the Trust
Preferred Securities will be rescheduled for a date to be determined which is
currently expected to be in July 2003.

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 Tensar(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
http://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,,
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.

Contact:
   Cameron Associates, New York
   Investor Relations:
   Kevin McGrath, 212/245-4577
   kevin@cameronassoc.com

Source: U.S. Home & Garden Inc.


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