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

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2000

                                       OR

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

From the transition period from ________________to_________________

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                              (IRS Employer
of incorporation or organization)                         Identification Number)


655 Montgomery Street
San Francisco, California                                 94111
(Address of Principal Executive Offices)                  (Zip Code)

                                 (415) 616-8111
              (Registrant's Telephone Number, Including Area Code)

Indicate by check 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 the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

As of May 5, 2000 there were 18,935,083 shares of the issuer's common stock, par
value $.001 per share, outstanding.

<PAGE>

Part I. -     Financial Information

Item 1. -     Consolidated Financial Statements

Consolidated balance sheet as of June 30, 1999
and March 31, 2000 (Unaudited)                                               1-2

Consolidated statements of income for the three months and
nine months Ended March 31, 1999 and 2000 (Unaudited)                        3-4

Consolidated statements of cash flows for the three months and
nine months Ended March 31, 1999 and 2000 (Unaudited)                        5-6

Notes to consolidated financial statements                                   7-9

Item 2. -     Management's Discussion and Analysis of Financial
              Condition and Results of Operations.                         10-17

Item 3. -     Quantitative and Qualitative Disclosures about Market Risk      17


Part II. -    Other Information

Item 1. -     Legal Proceedings                                               18

Item 2. -     Changes in Securities and Use of Proceeds                       18

Item 6. -     Exhibits and Reports on Form 8-K                                18

Signatures                                                                    19

<PAGE>


                    U.S. Home & Garden Inc. and Subsidiaries

                                                     Consolidated Balance Sheet
================================================================================
<TABLE>
<CAPTION>



                                                                                June 30, 1999            March 31, 2000
                                                                                -------------            --------------
                                                                                                           (Unaudited)
<S>                                                                              <C>                      <C>
Assets

Current
   Cash and cash equivalents                                                     $  2,936,000             $  6,237,000
   Restricted cash                                                                  1,000,000                1,582,000
   Accounts receivable, less allowance for doubtful accounts
     and sales returns of $991,000 and $1,595,000                                  20,242,000               33,014,000
   Inventories                                                                     16,986,000               15,767,000
   Prepaid expenses and other current assets                                        1,137,000                  775,000
   Deferred tax asset                                                                 500,000                  300,000
-----------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                               42,801,000               57,675,000

Property and Equipment, net                                                        11,634,000               12,213,000

Intangible Assets
   Excess of cost over net assets acquired, net                                    75,573,000               73,709,000
   Deferred financing costs, net of accumulated
    amortization of $167,000 and $329,000                                           3,524,000                3,205,000
   Product rights, patents and trademarks, net of
     accumulated amortization of $271,000 and $39,000                                 571,000                  563,000
   Non-compete agreement, net of accumulated
    amortization of $77,000 and $99,000                                             1,433,000                1,411,000
   Package design, net of accumulated amortization of
     $533,000 and $801,000                                                          1,096,000                1,357,000

Officer Receivables                                                                   725,000                  727,000

Other Assets                                                                          107,000                  387,000
-----------------------------------------------------------------------------------------------------------------------

                                                                                $ 137,464,000             $151,247,000
=======================================================================================================================

</TABLE>
                    See accompanying notes to consolidated financial statements.

                                                                               1
<PAGE>

                    U.S. Home & Garden Inc. and Subsidiaries

                                                     Consolidated Balance Sheet

================================================================================
<TABLE>
<CAPTION>



                                                                                June 30, 1999            March 31, 2000
                                                                                -------------            --------------
                                                                                                           (Unaudited)
<S>                                                                               <C>                     <C>
Liabilities and Stockholders' Equity

Current
   Working capital line of credit                                                 $      --               $ 11,000,000
   Current portion of notes payable                                                      --                  2,000,000
   Accounts payable                                                               4,432,000                  6,599,000
   Accrued expenses                                                               2,314,000                  2,816,000
   Accrued co-op advertising                                                      1,499,000                  1,248,000
   Accrued commissions                                                            1,682,000                  1,590,000
-----------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                         9,927,000                 25,253,000

Deferred Tax Liability                                                            1,600,000                  2,000,000
Other Liabilities                                                                   703,000                    552,000
Acquisition Line of Credit                                                       15,500,000                 16,000,000
Company Obligated Mandatorily Redeemable
   Preferred Securities of Subsidiary Trust
   Holding Solely Junior Subordinated Debentures                                 63,250,000                 58,330,000
-----------------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                90,980,000                102,135,000
-----------------------------------------------------------------------------------------------------------------------

Minority Interest in Equity of Affiliates                                                --                  4,510,000
-----------------------------------------------------------------------------------------------------------------------

Stockholders' Equity
   Preferred stock, $.001 par value - shares authorized,
     1,000,000; no shares outstanding                                                    --                         --
   Common stock, $0.001 par value-shares authorized,
     75,000,000; 21,219,000 and 21,463,000 shares
     issued at June 30, 1999 and March 31, 2000                                        21,000                   21,000
   Additional paid-in capital                                                      50,542,000               50,663,000
   Retained earnings                                                                4,703,000                4,493,000
-----------------------------------------------------------------------------------------------------------------------
                                                                                   55,266,000               55,177,000
Less: Treasury Stock, 1,805,000 and 2,533,000 shares
      at cost at June 30, 1999 and March 31, 2000                                  (8,782,000)             (10,575,000)
-----------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                         46,484,000               44,602,000

-----------------------------------------------------------------------------------------------------------------------
Total Liabilities & Stockholders' Equity                                        $ 137,464,000            $ 151,247,000
=======================================================================================================================
</TABLE>
                    See accompanying notes to consolidated financial statements.

                                                                               2

<PAGE>


                    U.S. Home & Garden Inc. and Subsidiaries

                                               Consolidated Statements of Income

================================================================================
<TABLE>
<CAPTION>



                                                      Three Months Ended            Nine Months Ended
                                                          March 31,                     March 31,
                                                     -------------------        ---------------------
                                                     1999         2000           1999           2000
                                                          Unaudited                     Unaudited
                                                     -------------------        ---------------------
<S>                                           <C>            <C>            <C>            <C>
Net Sales                                     $ 34,769,000   $ 36,494,000   $ 61,522,000   $ 63,624,000

Cost of Sales                                   16,565,000     19,218,000     29,628,000     33,814,000
Unusual Item                                            --        928,000             --        928,000
--------------------------------------------------------------------------------------------------------

Gross Profit                                    18,204,000     16,348,000     31,894,000     28,882,000


Operating Expenses
   Selling and shipping                          5,862,000      7,305,000     12,807,000     14,677,000
   General and administrative                    1,410,000      1,196,000      6,564,000      7,370,000
   Depreciation                                    411,000        427,000      1,002,000      1,210,000
   Goodwill amortization                           698,000        721,000      1,919,000      2,173,000
   Other amortization                              120,000        278,000        378,000        487,000
--------------------------------------------------------------------------------------------------------

                                                 8,501,000      9,927,000     22,670,000     25,917,000
--------------------------------------------------------------------------------------------------------

Income from Operations                           9,703,000      6,421,000      9,224,000      2,965,000

Other Income (Expense)
   Investment income                                15,000         95,000        512,000        257,000
   Interest expense                             (2,087,000)    (1,875,000)    (5,426,000)    (5,726,000)
--------------------------------------------------------------------------------------------------------

Income (Loss) before Income Taxes, Minority      7,631,000      4,641,000      4,310,000     (2,504,000)
   Interest and Extraordinary Gain

Income tax benefit (expense)                    (3,200,000)    (2,108,000)    (1,770,000)     1,092,000
Minority interest in loss of affiliates                 --        259,000             --        259,000
--------------------------------------------------------------------------------------------------------

Income (Loss) before Extraordinary Gain          4,431,000      2,792,000      2,540,000     (1,153,000)

Extraordinary gain from early
   extinguishment of debt net of
   income taxes                                         --        943,000             --        943,000
--------------------------------------------------------------------------------------------------------

Net Income (Loss)                             $  4,431,000   $  3,735,000   $  2,540,000   $   (210,000)
========================================================================================================
</TABLE>
                    See accompanying notes to consolidated financial statements.

                                                                              3


<PAGE>

                    U.S. Home & Garden Inc. and Subsidiaries

                                                Consolidated Statments of Income

================================================================================
<TABLE>
<CAPTION>




                                                     Three Months Ended                    Nine Months Ended
                                                         March 31,                             March 31,
                                                     ---------------------                 ------------------
                                                     1999            2000                  1999         2000
--------------------------------------------------------------------------------------------------------------------
                                                          Unaudited                             Unaudited
                                                     ---------------------                 ------------------
--------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                <C>                <C>                <C>
Weighted average common shares
   outstanding  - basic                         19,347,000         19,157,000         19,751,000         19,033,000
Earnings (loss) per share - basic
Income (loss) before extraordinary gain               $.23               $.14               $.13              $(.06)
Extraordinary gain                                      --               $.05                 --               $.05
--------------------------------------------------------------------------------------------------------------------
Net income (loss)                                     $.23               $.19               $.13              $(.01)
====================================================================================================================
Weighted average common shares
   outstanding  - diluted                       23,509,000         21,627,000         23,826,000         19,033,000
Earnings (loss) per share - diluted
Income (loss) before extraordinary gain               $.19               $.13               $.11              $(.06)
Extraordinary gain                                      --               $.04                 --               $.05
--------------------------------------------------------------------------------------------------------------------
Net income (loss)                                     $.19               $.17               $.11              $(.01)
====================================================================================================================
</TABLE>
                    See accompanying notes to consolidated financial statements.

                                                                               4

<PAGE>


                    U.S. Home & Garden Inc. and Subsidiaries


                                            Consolidated Statments of Cash Flows

================================================================================
<TABLE>
<CAPTION>


Increase (Decrease) in Cash and Cash Equivalents

------------------------------------------------------------------------------------------------------------
Nine months ended March 31,                                                    1999                   2000
                                                                                       (Unaudited)
                                                                              -----------------------------

<S>                                                                            <C>                <C>
Cash Flows from Operating Activities
   Net income (loss)                                                           $2,540,000         $(210,000)
   Adjustments to reconcile net income (loss) to net cash used in
     operating activities:
     Depreciation and amortization                                              3,299,000         3,612,000
     Minority interest in loss of affiliates                                           --          (259,000)
     Deferred taxes - net                                                         213,000           600,000
     Loss on disposal of assets                                                        --             9,000
     Gain on repurchase of mandatorily redeemable preferred securities                 --          (943,000)
     Changes in operating assets and liabilities, net of assets acquired
       and liabilities assumed:
     Accounts receivable                                                      (18,040,000)      (12,772,000)
     Inventories                                                               (6,162,000)        1,219,000
     Prepaid expenses and other current assets                                     83,000           362,000
     Accounts payable and accrued expenses                                        521,000         1,554,000
     Other assets                                                                  16,000          (280,000)
------------------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities                                         (17,530,000)       (7,108,000)
------------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
   Payment for purchase of business, net of cash acquired                     (26,772,000)         (338,000)
   Increase in restricted cash                                                         --          (582,000)
   Purchase of noncompete agreement                                            (1,000,000)               --
   Increase in officer receivables                                                 99,000             2,000
   Purchase of furniture, fixtures and equipment                               (1,404,000)       (1,896,000)
   Proceeds from disposal of assets                                                    --            23,000
   Purchase of package design                                                    (592,000)         (530,000)
------------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                                         (29,669,000)       (3,321,000)
===========================================================================================================
</TABLE>
                    See accompanying notes to consolidated financial statements.

                                                                               5

<PAGE>

                    U.S. Home & Garden Inc. and Subsidiaries


                      Consolidated Statements of Cash Flows

================================================================================
<TABLE>
<CAPTION>



Nine months ended March 31,                                       1999                   2000
                                                                           (Unaudited)
                                                                 ------------------------------

<S>                                                              <C>               <C>
Cash Flows from Financing Activities
   Proceeds from issuances of stock                              $    147,000      $    121,000
   Proceeds from sale of stock of subsidiary                               --         4,769,000
   Repurchase of common stock for treasury                         (7,268,000)       (1,793,000)
   Repurchase of unit purchase options                                (79,000)               --
   Proceeds from acquisition line of credit                        15,500,000         3,000,000
   Repurchase of mandatorily redeemable preferred securities               --        (2,947,000)
   Acquisition finance cost                                          (455,000)          157,000
   Proceeds from working capital line of credit                    16,000,000        11,500,000
   Payments on lines of credit                                       (500,000)       (1,000,000)
   Payments on capital leases                                              --           (77,000)
-----------------------------------------------------------------------------------------------

Net Cash Provided by Financing Activities                          23,345,000        13,730,000
-----------------------------------------------------------------------------------------------

Net (decrease) increase in cash and cash equivalents              (23,854,000)        3,301,000

Cash and Cash Equivalents, beginning of period                     27,130,000         2,936,000
-----------------------------------------------------------------------------------------------

Cash and Cash Equivalents, end of period                         $  3,276,000      $  6,237,000
===============================================================================================

Supplemental Disclosure of Cash Flow Information
   Cash paid for interest                                        $  5,609,000      $  5,326,000
   Cash paid for taxes / (refund of taxes)                       $     69,000      $ (1,244,000)
===============================================================================================
</TABLE>
                    See accompanying notes to consolidated financial statements.

                                                                               6

<PAGE>

                    U.S. Home & Garden Inc. and Subsidiaries

                                      Notes to Consolidated Financial Statements
================================================================================


1.   The accompanying  consolidated  financial  statements at March 31, 2000 and
     for the three and nine months ended March 31, 1999 and 2000 are  unaudited,
     but, in the opinion of management,  include all adjustments necessary for a
     fair  presentation  of  consolidated  financial  position  and  results  of
     operations  for the periods  presented.  The results for the three and nine
     months ended March 31, 2000 are not  necessarily  indicative of the results
     of operations for a full year.

2.   Refer to the audited  consolidated  financial statements for the year ended
     June 30, 1999, for details of accounting policies and detailed notes to the
     consolidated financial statements.

3.   Inventories consist of:

                                                June 30, 1999     March 31, 2000
     ---------------------------------------------------------------------------
                                                    (000)              (000)

     Raw materials                                10,103              8,859
     Finished goods                                6,883              6,908
--------------------------------------------------------------------------------

                                                  16,986             15,767
================================================================================


4.   The Company completed a financing  agreement with Bank of America N.A. (the
     "Bank") on October 13, 1998 (the "Credit Agreement").  The Credit Agreement
     provides  for a $25  million  revolving  acquisition  line of credit  ("the
     Acquisition  Facility") to finance  acquisitions  and a $20 million working
     capital  revolving  line  of  credit  ("the  Working  Capital   Facility").
     Borrowings  under such credit  facilities  bear interest at variable annual
     rates  chosen by the  Company  based on  either  (i) the  London  Interbank
     Offered Rate ("LIBOR") plus an applicable marginal rate, or (ii) the higher
     of 0.5% above the then current Federal Funds Rate or the Prime Rate of Bank
     of America, in each case, plus an applicable marginal rate. The Acquisition
     Facility  terminates at September 30, 2001 and the  outstanding  balance is
     payable in quarterly  payments  starting with September 30, 2001 and ending
     with June 30,  2004.  The  Working  Capital  Facility  terminates  with the
     balance due on September  30,  2001.  The Company is required to maintain a
     zero  balance,  under  the  Working  Capital  Facility,  for  at  least  30
     consecutive  days during the period from July 1 to December 1 of each year.
     Moreover,  if the Company elects to terminate the Credit Agreement prior to
     the expiration date, the outstanding  balance must be prepaid together with
     a premium of 0.5% of the terminated commitment.

     The Company's  obligations under the Credit Agreement are guaranteed by its
     subsidiaries  and  secured by a security  interest  in favor of the Bank in
     substantially all of the assets of the Company and substantially all of its
     subsidiaries.  Upon the occurrence of an event of default  specified in the
     Credit  Agreement,  the  maturity  of loans

                                                                               7

<PAGE>

                    U.S. Home & Garden Inc. and Subsidiaries


                                       Notes to Consolidated Financial Statments
================================================================================

     outstanding  under the Credit  Agreement  may be  accelerated  by the Bank,
     which may also foreclose its security interest on the assets of the Company
     and its subsidiaries.

     Under the Credit Agreement,  the Company and its subsidiaries are required,
     among other  things,  to comply with (a) certain  limitations  on incurring
     additional indebtedness,  liens and guaranties,  on dispositions of assets,
     payment  of  cash  dividends  and  cash   redemption  and   repurchases  of
     securities, and (b) certain limitations on merger, liquidations, changes in
     business,  investments,  loans and  advances,  affiliate  transactions  and
     certain  acquisitions.  In  addition,  the Company must comply with certain
     financial  tests  and  ratios.  A  violation  of  any  of  these  covenants
     constitutes  an event of default under the Credit  Agreement.  At March 31,
     2000, the Company was in compliance with these financial covenants.

     Effective March 31, 2000, the Credit  Agreement was amended.  The principal
     feature  of this  Amendment  was to  require  the  Company  to repay the $3
     million  borrowed on the  Acquisition  Facility  to finance  the  Company's
     purchase of certain Trust  Preferred  Securities  issued by its subsidiary,
     U.S.  Home & Garden  Trust I (see Note 5). The Company is required to repay
     this borrowing in $1 million  installments due September 30, 2000, December
     31, 2000, and June 30, 2001.

5.   In December  1999,  the Company  commenced a tender offer to purchase up to
     700,000 of the  outstanding  9.4%  Cumulative  Trust  Preferred  Securities
     issued by its  subsidiary,  U.S. Home & Garden Trust I, at $15.00 per Trust
     Preferred  Security.  The tender offer expired on January 14, 2000. A total
     of 183,281 Trust Preferred  Securities were purchased by the Company. As of
     March 31, 2000,  approximately  2,333,219 Trust  Preferred  Securities were
     outstanding. The repurchase of these Trust Preferred Securities resulted in
     a  $943,000  extraordinary  gain  (after  provision  for  income  taxes  of
     $772,000).  The Company  purchased  8,900 Trust  Preferred  Securities from
     officers and directors under the same terms and conditions described above.

6.   Unusual Item.  During the third quarter of 2000,  the Company  discontinued
     production, sale and distribution of one of the products in its Weed Wizard
     product line.  Additionally,  the Company, in voluntary compliance with the
     recommendations  of  the  Consumer  Product  Safety  Commission   ("CPSC"),
     instituted a recall of the  product.  Accordingly,  the Company  recorded a
     pretax charge of $928,000 ($510,000 after tax or $.03 per basic and diluted
     share) to provide for recall costs and inventory write-offs.

7.   In  January  2000,  a private  placement  of  1,062,000  common  shares and
     warrants of EGarden.com Inc. was completed.  Net proceeds from this private
     placement totaled  approximately  $4.7 million and will be used to fund the
     start-up and development expenditures of egarden.com.  After the completion
     of this private  placement,  the Company now owns  approximately 75% of the
     common stock of EGarden.com Inc.

8.   Segment  Reporting.  During the third quarter of 2000,  the Company  became
     subject to the  provisions of Statement of Financial  Accounting  Standards
     No.  131,   Disclosures   about  Segments  of  an  Enterprise  and  Related
     Information (SFAS 131). SFAS 131

                                                                               8
<PAGE>

                    U.S. Home & Garden Inc. and Subsidiaries


                                       Notes to Consolidated Financial Statments
================================================================================

     established standards for the reporting of operating segment information.

     The Company operates in two distinctive  operating  segments:  (1) the lawn
     and garden industry and, (2) the  business-to-business  electronic commerce
     (E-Commerce) industry.

     The revenues,  operating income and identifiable  assets of these operating
     segments are as follows:

                                    Three Months            Nine Months
  (000)                             Ended March 31, 2000    Ended March 31, 2000
                                    --------------------    --------------------
  Revenues

           Lawn and Garden              $  36,494           $  63,624
           E-Commerce                          --                  --
                                        ---------           ---------
                Total Revenue           $  36,494           $  63,624
                                        =========           =========


  Operating Income (Loss)
       Lawn and Garden                  $   8,342           $   5,438
       E-Commerce                          (1,921)             (2,473)
                                        ---------           ---------
           Total Operating Income       $   6,421           $   2,965
                                        =========           =========


                                     March 31, 2000
                                     --------------

  Identifiable Assets
       Lawn and Garden                  $ 148,057
       E-Commerce                           5,538
       Intercompany Eliminations           (2,348)
                                        ---------
           Total Assets                 $ 151,247
                                        =========



The Company does not have material  revenue,  operating income or assets outside
the United States.

                                                                               9

<PAGE>

Item 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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

Certain information  included in this item 2 and elsewhere in the Form 10-Q that
are not  historical  facts contain  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 Company's  growth strategy,
the  effect  of  recent  acquisitions,   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 and other risks  detailed in the
Company's Securities and Exchange Commission filings.  Readers are cautioned not
to place undue reliance on these forward looking  statements which speak only as
of the date the statement was made."

General

U.S. Home & Garden Inc., ("the Company"), manufactures and markets a broad range
of  brand-name  consumer  lawn and garden  products  through  its  wholly  owned
subsidiaries, EGarden.com Inc., Ampro Industries, Inc. ("Ampro"), Easy Gardener,
Inc. ("Easy Gardener"), and Golden West Agri-Products, Inc., and Easy Gardener's
wholly owned  subsidiaries,  Weatherly  Consumer  Products Group,  Inc. and Weed
Wizard Acquisition Corp. Since 1992, the Company consummated ten acquisitions of
complementary  lawn and garden  companies  and  product  lines for an  aggregate
consideration  of over $107 million in cash,  notes and equity  securities.  The
most recent acquisition, EGarden.com Inc., has undergone significant development
and is now a business-to-business internet e-commerce business,  egarden.com. As
a result of such  acquisitions,  the Company  recognized a significant amount of
goodwill,  which, in the aggregate, was approximately $83.1 million at March 31,
2000. The Company is currently  amortizing such goodwill using the straight-line
method over various time periods ranging from 20 to 30 years.

                                                                              10

<PAGE>

Results of Operations

The following  table sets forth,  for the periods  indicated,  certain  selected
financial data as a percentage of net sales:

                                        Three Months Ended     Nine Months Ended
                                             March 31,               March 31,
                                        1999          2000     1999        2000
                                        ------------------     ----------------

Net Sales                                 100.0%    100.0%     100.0%     100.0%
Cost of sales                              47.6      52.7       48.2       53.1
Unusual item                                 --       2.5         --        1.5
                                          -----     -----      -----      -----
Gross profit                               52.4      44.8       51.8       45.4
Selling and shipping expenses              16.9      20.0       20.8       23.1
General and administrative expenses         4.1       3.3       10.7       11.5
Depreciation and amortization               3.5       3.9        5.3        6.1
                                          -----     -----      -----      -----
Income from operations                     27.9      17.6       15.0        4.7
Interest expense, net                      (6.0)     (4.9)      (8.0)      (8.6)
Income tax benefit (expense)               (9.2)     (5.8)      (2.9)       1.7
Minority interest                            --        .7         --         .4
Extraordinary gain                           --       2.6         --        1.5
                                         ------------------    -----------------
Net Income (Loss)                          12.7%     10.2%       4.1%      (.3)%
                                         ------------------    -----------------

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999

Net sales. Net sales increased by $1.7 million, or 5.0%, to $36.5 million during
the three months ended March 31, 2000 from $34.8 million  during the  comparable
period in 1999.  The increase in net sales was primarily due to internal  growth
of the Company's pre-existing product lines.

Gross profit. Gross profit decreased by $1.9 million, or 10.2%, to $16.3 million
for the  three  months  ended  March 31,  2000 from  $18.2  million  during  the
comparable  period in 1999. This decrease was due primarily to the  discontinued
production  of a product in the Weed  Wizard  product  line.  Gross  profit as a
percentage  of net sales  decreased to 44.8% during the three months ended March
31, 2000 from 52.4% during the comparable  period in 1999. The decrease in gross
profit  as  a  percentage  of  net  sales  was  primarily  attributable  to  the
discontinued Weed Wizard product and reduced pricing on certain products sold to
major retailers when compared to the March 31, 1999 period.

Selling and shipping  expenses.  Selling and shipping  expenses  increased  $1.4
million,  or 24.6% to $7.3 million  during the three months ended March 31, 2000
from $5.9 million  during the  comparable  period in 1999.  Selling and shipping
expenses as a percentage of net sales increased to 20.0% during the three months
ended  March 31,  2000 from 16.9%  during the  comparable  period in 1999.  This
increase was primarily a result of start-up  selling and

                                                                              11

<PAGE>


development costs for the Company's business-to-business  e-commerce initiative,
egarden.com, included in this period.

General  and  administrative  expenses.   General  and  administrative  expenses
decreased $214,000 or 15.2%, to $1.2 million during the three months ended March
31, 2000 from $1.4 million during the comparable  period in 1999.  This decrease
is primarily due to  consolidation of the general and  administrative  functions
for Weed Wizard,  previously located in Georgia,  into Ampro. As a percentage of
net sales,  general and  administrative  expenses  decreased  to 3.3% during the
three  months  ended March 31, 2000 from 4.1%  during the  comparable  period in
1999.

Depreciation and amortization.  Depreciation and amortization expenses increased
by $197,000 or 16.0% to $1.4  million  during the three  months  ended March 31,
2000 from $1.2 million  during the comparable  period in 1999.  This increase is
primarily  as a  result  of the  acquisition  of  Ampro  Industries,  Inc.  As a
percentage of net sales,  depreciation  and amortization  expenses  increased to
3.9%  during  the three  months  ended  March 31,  2000  from  3.5%  during  the
comparable period in 1999.

Income from  operations.  Income from operations  decreased by $3.3 million,  or
33.8%,  to $6.4  million.  The decrease in income from  operations  for the 2000
period is primarily  attributable  to the start-up  costs for  egarden.com,  the
discontinued  Weed Wizard  product and the increase in net sales of lower margin
products.  As a percentage  of net sales,  income from  operations  decreased to
17.6% for the three months ended March 31, 2000 from 27.9% during the comparable
period in 1999.

Interest  expense.  Net interest expense  decreased  $292,000,  or 14.1% to $1.8
million  during the three months ended March 31, 2000,  from $2.1 million during
the  comparable  period in 1999.  The decrease in interest  expense is primarily
related  to the  decreased  interest  associated  with  the  line of  credit  in
conjunction  with the decrease in inventories and the repurchase of $4.9 million
of the mandatorily  redeemable trust preferred  securities of U.S. Home & Garden
Trust I.

Income  taxes.  Income tax expense  decreased to $2.1  million  during the three
months ended March 31, 2000 from $3.2 million  during the  comparable  period in
1999,  primarily due to the decrease in income from  operations.  The income tax
benefit or expense for each interim period is based upon the Company's estimated
effective income tax rate for the year.

Minority interest in loss of affiliates.  Minority interest increased  $259,000,
net of tax expense of  $204,000,  during the three  months  ended March 31, 2000
from the comparable period in 1999.  Minority interest  primarily relates to the
Company's partial ownership of EGarden.com Inc.  EGarden.com's results are fully
consolidated in the Company's financial statements.

Extraordinary  gain from early  extinguishment of debt.  Extraordinary gain from
early extinguishment of debt net of income taxes increased $943,000,  net of tax
expense of  $772,000,  during the three  months  ended  March 31,  2000 from the
comparable  period  in  1999.  The  Company  repurchased  $4.9  million  of  the
mandatorily redeemable trust preferred securities of U.S. Home & Garden Trust I.

                                                                              12

<PAGE>

Net income.  Net income  decreased by $696,000 or 15.7%,  to $3.7 million during
the three months ended March 31, 2000 from $4.4  million  during the  comparable
period in 1999. Diluted net income per common share decreased $0.02 to $0.17 per
share for the three  months ended March 31, 2000 from $0.19 per share during the
comparable  period in 1999.  The decrease in diluted net income per common share
is  primarily  attributable  to the  start-up  costs  for  egarden.com  and  the
discontinued  Weed  Wizard  product in the three  months  ended  March 31,  2000
compared to the comparable period in the prior year.


Nine Months Ended March 31, 2000 Compared to Nine Months Ended March 31, 1999

Net sales. Net sales increased by $2.1 million, or 3.4%, to $63.6 million during
the nine months ended March 31, 2000 from $61.5  million  during the  comparable
period in 1999.  The  increase  in net sales was  primarily a result of internal
growth of the Company's pre-existing product lines.

Gross profit.  Gross profit decreased by $3.0 million, or 9.4%, to $28.9 million
for the nine  months  ended  March  31,  2000  from  $31.9  million  during  the
comparable  period in 1999.  This  decrease was due primarily to the increase in
sales of lower-margin  products and the discontinued Weed Wizard product.  Gross
profit as a  percentage  of net sales  decreased to 45.4% during the nine months
ended  March 31,  2000 from 51.8%  during  the  comparable  period in 1999.  The
decrease in gross profit as a percentage of net sales was primarily attributable
to the  discontinued  product and reduced  pricing on certain  products  sold to
major retailers when compared to the March 31, 1999 period.

Selling and shipping  expenses.  Selling and shipping  expenses  increased  $1.9
million,  or 14.6%, to $14.7 million during the nine months ended March 31, 2000
from $12.8 million  during the comparable  period in 1999.  Selling and shipping
expenses as a percentage of net sales  increased to 23.1% during the nine months
ended  March 31,  2000 from 20.8%  during the  comparable  period in 1999.  This
increase was primarily as a result of start-up costs for egarden.com  during the
nine months ended March 31, 2000.

General  and  administrative  expenses.   General  and  administrative  expenses
increased  $806,000 or 12.3%, to $7.4 million during the nine months ended March
31, 2000 from $6.6 million during the comparable period in 1999. The increase is
due to start-up and administrative  costs for egarden.com,  included in this the
nine months ended March 31,  2000.  As a  percentage  of net sales,  general and
administrative  expenses  increased  to 11.5% during the nine months ended March
31, 2000 from 10.7% during the comparable period in 1999.

Depreciation and amortization.  Depreciation and amortization expenses increased
by $571,000 or 17.3% to $3.9 million during the nine months ended March 31, 2000
from $3.3  million  during  the  comparable  period in 1999.  This  increase  is
primarily due to the acquisition of Ampro Industries, Inc. and capital equipment
additions. As a percentage of net sales,  depreciation and amortization expenses
increased  to 6.1% during the nine months  ended March 31, 2000 from 5.3% during
the comparable period in 1999.

Income from  operations.  Income from operations  decreased by $6.3 million,  or
67.9%, to $3.0

                                                                              13

<PAGE>

million during the nine months ended March 31, 2000 from $9.2 million during the
comparable  period in 1999.  The  decrease  in income  for the 2000  period  was
primarily  attributable to the start-up costs for egarden.com,  the discontinued
Weed Wizard product and the increase in net sales of lower margin products. As a
percentage of net sales,  income from operations  decreased to 4.7% for the nine
months ended March 31, 2000 from 15.0% during the comparable period in 1999.

Interest expense. Net interest expense increased by $555,000,  or 11.3%, to $5.5
million  during the nine months ended March 31, 2000,  from $4.9 million  during
the  comparable  period in 1999.  The increase in interest  expense is primarily
related to the interest  associated  with the increase in  borrowings  under the
Company's credit facility to finance the acquisition of Ampro Industries, Inc.

Income taxes.  Income tax benefit was $1.1 million  during the nine months ended
March 31, 2000 from income taxes of $1.8 million during the comparable period in
1999,  primarily  due to the net loss  before  taxes.  The income tax benefit or
expense for each interim period is based upon the Company's  estimated effective
income tax rate for the year.

Minority interest in loss of affiliates.  Minority interest increased  $259,000,
net of tax expense of $204,000, during the nine months ended March 31, 2000 from
the  comparable  period in 1999.  Minority  interest  primarily  relates  to the
Company's partial ownership of EGarden.com Inc.  EGarden.com's results are fully
consolidated in the Company's financial statements.

Extraordinary  gain from early  extinguishment of debt.  Extraordinary gain from
early extinguishment of debt net of income taxes increased $943,000,  net of tax
expense  of  $772,000,  during the nine  months  ended  March 31,  2000 from the
comparable  period  in  1999.  The  Company  repurchased  $4.9  million  of  the
mandatorily redeemable trust preferred securities of U.S. Home & Garden Trust I.

Net loss. Net loss was $210,000 as compared to net income of $2.5 million during
the nine months ended March 31, 1999. Diluted net loss per common share was $.01
compared to income of $.11 per share for the nine months  ended March 31,  1999.
The increase in diluted loss per share is primarily attributable to the start-up
costs for egarden.com,  the discontinued Weed Wizard product and the increase in
net sales of lower margin products.

Seasonality

The  Company's  sales are  seasonal  due to the  nature  of the lawn and  garden
business,  in parallel with the annual growing  season.  The Company's sales and
shipping  are most  active  from late  December  through  May when home lawn and
garden  customers are purchasing  supplies for spring planting and retail stores
are increasing  their  inventory of lawn and garden  products.  Sales  typically
decline by early to mid-summer.

Sales of the Company's agricultural products, which were not material during the
nine months ended March 31, 2000, are also seasonal. Most shipments occur during
the agricultural cultivation period from March through October.

                                                                              14

<PAGE>

Liquidity and Capital Resources

Since inception,  the Company has financed its operations primarily through cash
generated by  operations,  net proceeds from the Company's  private  placements,
public sales of securities and borrowings from lending institutions.

At March 31, 2000, the Company had consolidated cash and short-term  investments
totaling $6.2 million and working  capital of $30.8  million.  At June 30, 1999,
the Company had  consolidated  cash and  short-term  investments  totaling  $2.9
million and working capital of $31.9 million. The decrease in working capital is
in line with the seasonal nature of the Company's business.

Net cash used in  operating  activities  during the nine months  ended March 31,
2000 was $7.1 million  consisting  primarily  of a $12.8  million  increase  in
accounts receivable due to the seasonal increase in sales, partially offset by a
$1.6 million  increase  in  accounts  payable  and a $1.2  million  decrease in
inventories.

Net cash used in  investing  activities  during the nine months  ended March 31,
2000 was $3.3 million,  consisting  primarily  of cash used for the purchase of
property and equipment and package design.

Net cash  provided by  financing  activities  of $13.7  million  during the nine
months ended March 31, 2000 was  primarily  due to  borrowings  on the Company's
working  capital  line of credit to finance  the  seasonal  increase  in working
capital requirements.

On October 13, 1998,  the Company  entered into a credit  agreement (the "Credit
Agreement")  with Bank of  America  N.A.  (the  "Bank").  The  Credit  Agreement
provides  for a  revolving  credit  facility of up to $25 million to finance the
cost of acquisitions by the Company (the "Acquisition Facility") and a revolving
credit  facility of up to $20 million to finance the Company's  working  capital
requirements  (the "Working Capital  Facility").  Both of such credit facilities
expire on September 30, 2001,  at which time  borrowings  under the  Acquisition
Facility are payable on a term loan basis in quarterly  installments  commencing
September 30, 2001,  with the final  installment  maturing on June 30, 2004 and,
unless refinanced,  borrowings under the Working Capital Facility mature on such
expiration  date. In addition,  borrowings  under the  Acquisition  Facility are
subject to mandatory prepayment from the net proceeds of certain dispositions of
assets,  and certain losses or  condemnation  of property,  from excess cash (as
defined in the Credit  Agreement)  generated by the Company and its subsidiaries
and 50% of the net proceeds of any new issuance's of the Company's capital stock
after such expiration date.  Mandatory  prepayments by the Company prior to such
expiration  have  the  effect  of  reducing  the  Acquisition  Facility  by  the
prepayment  amount.  In addition,  during a period of 30 consecutive days during
the period July 1 to December 1 in each year, no borrowings  can be  outstanding
under the Working Capital  Facility.  The Company has the right under the Credit
Agreement to terminate or permanently  reduce the Bank's  commitments under such
credit  facilities in the minimum  amount of $1.0 million and multiples  thereof
subject to the  payment to the Bank of  "reduction  fees" of 0.5% of the amounts
terminated or reduced  thereafter.  Borrowings under

                                                                              15

<PAGE>

such credit  facilities  bear interest at variable  annual rates selected by the
Company based on LIBOR ("London  Interbank Offered Rate"), or the higher of 0.5%
above the then current Federal Funds Rate or the Bank's prime rate plus, in each
case, an applicable  marginal rate of interest.  At March 31, 2000, the interest
rate on new borrowings for the Working Capital  Facility was 7.52%. The interest
rate on $15 million of the $18 million  outstanding on the Acquisition  Facility
is fixed via an interest rate swap at 7.78%.

The  Company's  obligations  under the Credit  Agreement  are  guaranteed by its
subsidiaries  and  secured  by a  security  interest  in  favor  of the  Bank in
substantially  all of the assets of the  Company  and  substantially  all of its
subsidiaries. Upon the occurrence of an event of default specified in the Credit
Agreement,  the maturity of loans  outstanding under the Credit Agreement may be
accelerated by the Bank,  which may also foreclose its security  interest on the
assets of the Company and its subsidiaries.

Under the Credit Agreement, the Company and its subsidiaries are required, among
other things,  to comply with (a) certain  limitations  on incurring  additional
indebtedness,  liens and guaranties,  on dispositions of assets, payment of cash
dividends and cash  redemption and  repurchases  of securities,  and (b) certain
limitations on merger, liquidations, changes in business, investments, loans and
advances,  affiliate  transactions and certain  acquisitions.  In addition,  the
Company must comply with certain  financial tests and ratios. A violation of any
of these covenants  constitutes an event of default under the Credit  Agreement.
At March 31, 2000, the Company was in compliance with these financial covenants.

Effective  March 31,  2000,  the Credit  Agreement  was amended.  The  principal
feature of this  Amendment  was to require  the  Company to repay the $3 million
borrowed  on the  Acquisition  Facility  to finance  the  Company's  purchase of
certain Trust Preferred Securities issued by its subsidiary,  U.S. Home & Garden
Trust I.  The  Company  is  required  to  repay  this  borrowing  in $1  million
installments due September 30, 2000, December 31, 2000, and June 30, 2001.

The Company  believes that its operations will generate  sufficient cash flow to
service  the  outstanding  debt  incurred.  However,  if such  cash  flow is not
sufficient to service such debt, the Company will be required to seek additional
financing which may not be available on commercially acceptable terms or at all.

As of March 31,  2000,  the Company has a net  deferred  tax  liability  of $2.0
million primarily relating to tax depreciation and amortization in excess of the
book amount.  The deferred  tax asset of $300,000  relates to the net  operating
loss carryforwards,  the allowance for accounts receivable, vacation accrual and
certain other balance sheet reserves.

In December 1999, the Company commenced a tender offer to purchase up to 700,000
of the outstanding  9.4% Cumulative  Trust  Preferred  Securities  issued by its
subsidiary,  U.S. Home & Garden Trust I, at $15.00 per Trust Preferred Security.
The tender offer expired on January 14, 2000. A total of 183,281 Trust Preferred
Securities were purchased by the Company. As of March 31, 2000,  2,333,219 Trust
Preferred  Securities were outstanding.  The repurchase of these Trust Preferred
Securities resulted in a $943,000 extraordinary gain (after provision for income
taxes).

In January 2000, a private  placement of 1,062,000 common shares and warrants of

                                                                              16

<PAGE>

EGarden.com Inc. was completed. Net proceeds from this private placement totaled
approximately $4.7 million and will be used to fund the start-up and development
expenditures of egarden.com. After the completion of this private placement, the
Company now owns approximately 75% of the common stock of EGarden.com Inc.

New Accounting Pronouncement

In  June  1998,  the  Financial  Accounting  Standards  Board  issued  SFAS  133
"Accounting  for  Derivative  Instruments  and  Hedging  Activities".  SFAS  133
requires  companies to recognize all  derivatives  contracts as either assets or
liabilities  in the balance sheet and to measure them at fair value.  If certain
conditions are met, a derivative may be specifically  designated as a hedge, the
objective  of which is to match the  timing of gain or loss  recognition  on the
hedging  derivative with the recognition of (i) the changes in the fair value of
the hedged asset or liability that are  attributable  to the hedged risk or (ii)
the earnings' effect of the hedged forecasted transaction.  For a derivative not
designated as a hedging instrument,  the gain or loss is recognized in income in
the period of change.  SFAS 133 is effective  for all fiscal  quarters of fiscal
years beginning after June 15, 2000.

In October  1999,  the  Company  entered  into a  derivatives  contract to hedge
interest  rate risk on the  Acquisition  Facility.  Details  of this  derivative
instrument are described in Item 3,  "Quantitative  and Qualitative  Disclosures
about Market Risk".

Inflation

Inflation  has   historically  not  had  a  material  effect  on  the  Company's
operations.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

As a result of its variable rate  revolving  credit line, the Company is exposed
to the risk of rising interest rates. To minimize this risk, the Company holds a
derivative instrument in the form of an interest rate swap, which is viewed as a
risk  management tool and is not used for trading or speculative  purposes.  The
intent of the interest rate swap is to effectively fix the interest rate on part
of the borrowings on the Company's variable rate revolving credit agreement.

The  following  table  provides  information  on the  Company's  fixed  maturity
investments  as of March 31,  2000 that are  sensitive  to changes  in  interest
rates.  The table also  presents the  corresponding  interest  rate swap on this
debt.  Since the interest rate swap  effectively  fixes the interest rate on the
notional amount of debt, changes in interest rates have no current effect on the
interest  expense  recorded by the Company on the portion of the debt covered by
the interest rate swap.

The Acquisition Line of Credit had an                             $25 million
interest rate ranging from 6.58% to 8.25% for
the nine months ended March 31, 2000

Interest Rate Swaps
Notional amount                                                   $15 million
Pay fixed/Receive variable - 6.03%
Pay fixed  interest rate - 6.15%
This swap agreement  expires  November 1, 2000,
and reverts to a variable interest rate loan.

                                                                              17

<PAGE>


      PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     Reference  is made to Part  I-  Item 3 of the  Company's  Form  10K for the
     fiscal year ended June 30, 1999 concerning an action commenced in the State
     of Michigan Circuit Court against the Company by the former stockholders of
     Ampro Industries, Inc.

Item 2. Changes in Securities and Use of Proceeds

     During the  quarter  ended March 31,  2000 the  Company  granted  five-year
     options to purchase an aggregate  of 200,000  shares of its common stock at
     $2.5625 per share to certain employees. The options were granted in private
     transactions  pursuant  to the  exemptions  from  registration  provided by
     Sections 2(a)(3) or 4(2) of the Securities Act of 1933.

Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits:

            10.1 Fourth   Amendment  dated  March  31,  2000  to  the  Credit
                 Agreement  dated  October 13,  1998  between the Company and
                 Bank of America, N.A.

            27.1 Financial Data Schedule (For SEC use only)

        (b) No reports on Form 8-K were filed  during the quarter  ended March
            31, 2000.

                                                                              18

<PAGE>


                                   SIGNATURES

Pursuant  to the  requirement  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.

May 12, 2000
                                              U.S. Home & Garden Inc.
                                              (Registrant)


                                              /s/ Robert Kassel
                                              ----------------------------------
                                              President, Chief Executive Officer



                                              /s/ Donald Rutishauser
                                              ----------------------------------
                                              Chief Financial Officer

                                                                              19