U.S. 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 September 30, 1999

                                       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)

                                  (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  November  8, 1999 there were  18,861,963  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 September 30, 1999 (Unaudited)                                           1-2

Consolidated statements of income for the three months
Ended September 30, 1998 and 1999 (Unaudited)                                  3

Consolidated statements of cash flows for the three months
Ended September 30, 1998 and 1999 (Unaudited)                                4-5

Notes to consolidated financial statements                                   6-7

Item 2. - Management's Discussion and Analysis of Financial
          Condition and Results of Operations.                              8-14

Item 3. - Quantitative and Qualitative Disclosures About Market Risk          14


Part II. - Other Information

Item 1. - Legal Proceedings                                                   15

Item 2. - Changes in Securities                                               15

Item 6. - Exhibits and Reports on Form 8-K                                    15

Signatures                                                                    16


<PAGE>


<TABLE>
<CAPTION>
                                                                                     U.S. Home & Garden Inc. and Subsidiaries


                                                                                                   Consolidated Balance Sheet

=============================================================================================================================

                                                                                June 30, 1999              September 30, 1999
                                                                                -------------              ------------------
                                                                                                               (Unaudited)
<S>                                                                              <C>                          <C>
Assets

Current
     Cash and cash equivalents                                                   $  2,936,000                 $  6,578,000
     Restricted cash                                                                1,000,000                    1,000,000
     Accounts receivable, less allowance for doubtful accounts
       and sales returns of $991,000 and $476,000                                  20,242,000                    8,560,000
     Inventories                                                                   16,986,000                   16,369,000
     Prepaid expenses and other current assets                                      1,137,000                    1,071,000
     Deferred tax asset                                                               500,000                    2,100,000
---------------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                               42,801,000                   35,678,000

Property and Equipment, net                                                        11,634,000                   12,147,000

Intangible Assets
     Excess of cost over net assets acquired, net                                  75,573,000                   75,002,000
     Deferred financing costs, net of accumulated
       amortization of $167,000 and $233,000                                        3,524,000                    3,458,000
     Product rights, patents and trademarks, net of
       accumulated amortization of $271,000 and $279,000                              571,000                      563,000
     Non-compete agreement, net of accumulated
      amortization of $77,000 and $84,000                                           1,433,000                    1,426,000
     Package design, net of accumulated amortization of
       $533,000 and $619,000                                                        1,096,000                    1,185,000

Officer Receivables                                                                   725,000                      738,000

Other Assets                                                                          107,000                      211,000
---------------------------------------------------------------------------------------------------------------------------

                                                                                 $137,464,000                 $130,408,000
---------------------------------------------------------------------------------------------------------------------------
                                                              See accompanying notes to consolidated financial statements.
</TABLE>



                                                                               1
<PAGE>


<TABLE>
<CAPTION>
                                                                               U.S. Home & Garden Inc. and Subsidiaries


                                                                                             Consolidated Balance Sheet

=======================================================================================================================

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

Current
     Accounts payable                                                       $   2,394,000            $   3,410,000
     Accrued expenses                                                           4,352,000                1,408,000
     Accrued co-op advertising                                                  1,499,000                  556,000
     Accrued commissions                                                        1,682,000                  787,000
-------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                       9,927,000                6,161,000

Deferred Tax Liability                                                          1,600,000                1,800,000

Other Liabilities                                                                 703,000                  651,000

Acquisition Line of Credit                                                     15,500,000               15,000,000

Company Obligated Mandatorily Redeemable
     Preferred Securities of Subsidiary Trust
     Holding Solely Junior Subordinated
     Debentures                                                                63,250,000               63,250,000
-------------------------------------------------------------------------------------------------------------------

Total Liabilities                                                              90,980,000               86,862,000
-------------------------------------------------------------------------------------------------------------------

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 21,653,000 shares
       issued at June 30, 1999 and September 30, 1999                              21,000                   22,000
     Additional paid-in capital                                                50,542,000               50,574,000
     Retained earnings                                                          4,703,000                2,722,000
-------------------------------------------------------------------------------------------------------------------

                                                                               55,266,000               53,318,000
Less: Treasury Stock, 1,805,000 and 2,177,000 shares
     at cost at June 30, 1999 and September 30, 1999                           (8,782,000)              (9,772,000)
-------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                     46,484,000               43,546,000
-------------------------------------------------------------------------------------------------------------------

                                                                            $ 137,464,000            $ 130,408,000
-------------------------------------------------------------------------------------------------------------------
                                                         See accompanying notes to consolidated financial statements.
</TABLE>


                                                                               2
<PAGE>


<TABLE>
<CAPTION>
                                                          U.S. Home & Garden Inc. and Subsidiaries


                                                                 Consolidated Statements of Income

==================================================================================================


                                                              Three Months Ended September 30,
                                                         -----------------------------------------
                                                             1998                         1999
                                                             ----                         ----
<S>                                                      <C>                          <C>
Net Sales                                                $ 10,768,000                 $ 12,985,000

Cost of Sales                                               5,312,000                    7,176,000
--------------------------------------------------------------------------------------------------

Gross profit                                                5,456,000                    5,809,000
--------------------------------------------------------------------------------------------------

Operating expenses
      Selling & shipping                                    3,221,000                    3,468,000
      General and administrative                            2,380,000                    2,969,000
      Depreciation                                            211,000                      383,000
      Goodwill amortization                                   559,000                      721,000
      Other amortization                                       68,000                      104,000
--------------------------------------------------------------------------------------------------

Loss from Operations                                         (983,000)                  (1,836,000)
--------------------------------------------------------------------------------------------------

      Investment income                                      (381,000)                     (73,000)
      Interest expense                                      1,541,000                    1,818,000
--------------------------------------------------------------------------------------------------
Loss before income taxes                                   (2,143,000)                  (3,581,000)
      Income tax benefit                                      920,000                    1,600,000
--------------------------------------------------------------------------------------------------
Net Loss                                                 $ (1,223,000)                $ (1,981,000)
--------------------------------------------------------------------------------------------------

Basic and Diluted Loss per Common Share
                                                                (0.06)                       (0.10)
--------------------------------------------------------------------------------------------------

Weighted Average Common and Common
      Equivalent Shares Outstanding                        20,143,000                   19,335,000
--------------------------------------------------------------------------------------------------
                                     See accompanying notes to consolidated financial statements.
</TABLE>


                                                                               3
<PAGE>


<TABLE>
<CAPTION>
                                                                             U.S. Home & Garden Inc. and Subsidiaries


                                                                                Consolidated Statements of Cash Flows

=====================================================================================================================

Increase (Decrease) in Cash and Cash Equivalents

Three months ended September 30,                                                     1998                  1999
---------------------------------------------------------------------------------------------------------------------
                                                                                              (Unaudited)
                                                                                 ------------------------------------
<S>                                                                              <C>                     <C>
Cash Flows from Operating Activities
    Net loss                                                                     $ (1,223,000)           $ (1,981,000)
    Adjustments to reconcile net income to net cash
       provided by operating activities:
          Depreciation and other amortization                                         838,000               1,208,000
          Amortization of deferred financing costs                                     25,000                  66,000
          Deferred taxes                                                               63,000              (1,400,000)
          Changes in operating assets and liabilities, net of
            assets acquired and liabilities assumed:
               Accounts receivable                                                 10,413,000              11,682,000
               Inventories                                                         (1,429,000)                617,000
               Prepaid expenses and other current assets                               (2,000)                 66,000
               Accounts payable and accrued expenses                               (4,981,000)             (3,818,000)
               Other assets                                                            (3,000)               (104,000)
---------------------------------------------------------------------------------------------------------------------

Net Cash Provided by Operating Activities                                           3,701,000               6,336,000
---------------------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
    Payment for purchase of businesses, net of cash acquired                       (1,167,000)               (153,000)
    Decrease (increase) in officer receivables                                         18,000                 (13,000)
    Purchase of property and equipment                                               (413,000)               (896,000)
    Purchase of package design                                                       (228,000)               (175,000)
---------------------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                                              (1,790,000)             (1,237,000)
---------------------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities
    Proceeds from issuances of stock                                                   25,000                  33,000
    Repurchase of unit purchase options                                               (79,000)                     --
    Repurchase of common stock for treasury                                        (2,703,000)               (990,000)
    Payment on bank line of credit                                                         --                (500,000)
    Acquisition finance costs                                                          (7,000)                     --
---------------------------------------------------------------------------------------------------------------------

Net Cash Used in Financing Activities                                              (2,764,000)             (1,457,000)
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                               4
<PAGE>


<TABLE>
<CAPTION>
                                                                             U.S. Home & Garden Inc. and Subsidiaries


                                                                                Consolidated Statements of Cash Flows

=====================================================================================================================


<S>                                                                              <C>                     <C>
Net increase (decrease) in cash and cash equivalents                                 (853,000)              3,642,000

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

Cash and Cash Equivalents, end of period                                         $ 26,277,000            $  6,578,000
---------------------------------------------------------------------------------------------------------------------

Supplemental disclosure of Cash Flow Information
    Cash paid for interest, including deferred financing costs                   $  1,491,000            $  1,774,000
    Cash paid for taxes                                                          $         --            $     22,000
---------------------------------------------------------------------------------------------------------------------
                                                     See accompanying notes to consolidated financial statements.
</TABLE>


                                                                               5
<PAGE>



                                        U.S. Home & Garden Inc. and Subsidiaries


                                      Notes to Consolidated Financial Statements

================================================================================

1.   The accompanying  consolidated  financial  statements at September 30, 1999
     and for the three months ended  September 30, 1998 and 1999 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  months
     ended September 30, 1999 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         September 30, 1999
     ---------------------------------------------------------------------------
                                                (000)                      (000)

     Raw materials                             10,103                      9,575
     Finished goods                             6,883                      6,794
     ---------------------------------------------------------------------------

                                               16,986                     16,369
     ---------------------------------------------------------------------------

4.   On October  16,  1998,  the  Company  completed  the  acquisition  of Ampro
     Industries Inc., a lawn and garden company, for approximately $24.6 million
     with additional  purchase price payments over the next two years based upon
     its future  operating  cash flow.  An  additional $1 million was paid for a
     non-compete agreement.

     The  acquisition  was  accounted for as a purchase  and,  accordingly,  the
     results of operations have been included in the consolidated  statements of
     income since the acquisition  date. The value of intangibles  purchased and
     the excess of the  purchase  price  over the fair value of assets  acquired
     totaled  approximately $18 million and will be amortized on a straight line
     basis over the estimated useful life of thirty years.

     The following unaudited pro forma summary combines the consolidated results
     of  operations  of  the  Company  and  Ampro  Industries,  Inc.  as if  the
     acquisitions  had occurred at the  beginning  of fiscal 1999,  after giving
     effect to certain  adjustments,  including the amortization of excess costs
     over assets  acquired,  increased  interest  expense and the elimination of
     certain  expenses  incurred  by  Ampro  Industries,  Inc.  related  to  the
     acquisitions.  This pro forma  summary  does not  necessarily  reflect  the
     results of  operations  as they would  have been if the  Company  and Ampro
     Industries,  Inc. had constituted a single entity during such period and is
     not necessarily indicative of results which may be obtained in the future.



                                                                               6
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                      Notes to Consolidated Financial Statements

================================================================================

     Three months ended September 30,                                       1998
     ---------------------------------------------------------------------------
                                                                           (000)

     Net sales                                                            11,444
     Net loss                                                            (2,806)
     Diluted net loss per common share                                    (0.14)
     ---------------------------------------------------------------------------

5.   The Company completed a financing agreement with Bank of America on October
     13, 1998. The 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 October 15, 2001 and the outstanding
     balance is payable in quarterly  payments  starting  with December 31, 2001
     and ending with December 31, 2004. The Working Capital Facility  terminates
     with the  balance  due on October  15,  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.  However,  if the Company elects to terminate the financing agreement
     prior to the  expiration  date,  the  outstanding  balance  must be prepaid
     together with a premium of 1% to 0.5% of the total facility.

     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 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.

6.   Subsequent to September 30, 1999, the Company repurchased 307,000 shares of
     its common stock for approximately $739,000.


                                                                               7
<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,  E-Garden, 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.  As a
result of such  acquisitions,  the Company  recognized a  significant  amount of
goodwill,  which, in the aggregate, was approximately $82.7 million at September
30,  1999.  The  Company  is  currently   amortizing  such  goodwill  using  the
straight-line method over various time periods ranging from 20 to 30 years.



                                                                               8
<PAGE>


Results of Operations

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

                                                         Percentage of Net Sales
                                                           Three Months Ended
                                                              September 30,
                                                           1998           1999

Net sales                                                 100.0%         100.0%
Cost of sales                                              49.3           55.3
                                                          -----          -----
Gross profit                                               50.7           44.7
Selling and shipping expenses                              29.9           26.7
General and administrative expenses                        29.9           32.2
                                                          -----          -----
Loss from operations                                       (9.1)         (14.2)
Interest expense, net                                     (10.8)         (13.4)
Income tax benefit                                          8.5           12.3
                                                          --------------------

Net Loss                                                  (11.4)%        (15.3)%
                                                          --------------------


Three Months Ended  September 30, 1999 Compared to Three Months Ended  September
30, 1998

     Net sales. Net sales increased by $2.2 million,  or 20.6%, to $13.0 million
during the three months ended  September 30, 1999 from $10.8 million  during the
comparable  period in 1998.  The increase in net sales was primarily a result of
the October 1998  acquisition of Ampro  Industries,  Inc. and internal growth of
the Company's pre-existing product lines.

     Gross profit. Gross profit increased by $353,000,  or 6.5%, to $5.8 million
for the three  months  ended  September  30, 1999 from $5.5  million  during the
comparable  period in 1998.  This  increase was due primarily to the increase in
net sales.  Gross profit as a percentage of net sales  decreased to 44.7% during
the three  months  ended  September  30, 1999 from 50.7%  during the  comparable
period in 1998.  The decrease in gross  profit as a percentage  of net sales was
primarily attributable to an increase in sales of lower-margin products.

     Selling and  shipping  expenses.  Selling and shipping  expenses  increased
$247,000,  or 7.7% to $3.5 million  during the three months ended  September 30,
1999 from $3.2 million during the comparable  period in 1998.  This increase was
primarily the result of an increase in the amount of products shipped, which was
a consequence of the October 1998  acquisition of Ampro  Industries,  Inc. along
with an increase in sales of  pre-existing  product lines.  Selling and shipping
expenses as a percentage of net sales decreased to 26.7% during the three months
ended  September 30, 1999 from 29.9% during the comparable  period in 1998. This
decrease was primarily as a result of economies of scale gained from the sale of
new products to existing customers.

     General and administrative  expenses.  General and administrative  expenses
increased  $959,000 or 29.8%,  to $4.2  million  during the three  months  ended
September 30, 1999 from



                                                                               9
<PAGE>


$3.2 million  during the comparable  period in 1998.  This increase is primarily
due to increased  depreciation  and  amortization of $370,000 as a result of the
acquisition of Ampro Industries,  Inc. As a percentage of net sales, general and
administrative expenses,  excluding depreciation and amortization,  increased to
22.9%  during the three months  ended  September  30, 1998 from 22.1% during the
comparable period in 1998.

     Loss from operations.  Loss from operations  increased by $853,000 or 86.8%
to $1.8 million during the three months ended  September 30, 1998, from $983,000
during the comparable period in 1998. The loss from operations in actual dollars
was primarily due to the seasonal nature of the Company's business. Furthermore,
the  increase in the loss for the 1999 period was  primarily  attributable  to a
full  quarter of  operating  loss from  Ampro  Industries,  Inc.,  which was not
included in the comparable  quarter in 1998. As a percentage of net sales,  loss
from  operations  increased to 14.2%,  for the three months ended  September 30,
1999 from 9.1% during the comparable period in 1998.

     Interest  expense.  Interest expense increased  $277,000,  or 18.0% to $1.8
million  during the three months  ended  September  30, 1999,  from $1.5 million
during the  comparable  period in 1998.  The  increase  in  interest  expense is
primarily  related to the  interest  associated  with the  increase in debt as a
result of financing the Company's acquisition of Ampro Industries, Inc.

     Income taxes. Income tax benefit increased to $1.6 million during the three
months ended  September 30, 1999 from $920,000  during the comparable  period in
1998, primarily due to the increase in 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.

     Net loss. Net loss increased by $758,000,  or 62.0%, to $2.0 million during
the  three  months  ended  September  30,  1999  from $1.2  million  during  the
comparable period in 1998.  Diluted net loss per common share increased $0.04 to
$0.10 per share for the three  months  ended  September  30, 1999 from $0.06 per
common share during the comparable  period in 1998. The increase in diluted loss
per  share  is  primarily  attributable  to the  increase  in net  loss and less
weighted average common and common  equivalent  shares  outstanding in the three
months ended  September 30, 1999 compared to the comparable  period in the prior
year due to the Company's repurchase of its common shares.

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 three  months  ended  September  30, 1999,  are also  seasonal.  Most
shipments occur during the  agricultural  cultivation  period from March through
October.




                                                                              10
<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
and public sales of securities and borrowings from lending institutions.

     At September 30, 1999,  the Company had  consolidated  cash and  short-term
investments  totaling $6.6 million and working capital of $29.5 million. At June
30, 1999, the Company had consolidated cash and short-term  investments totaling
$2.9  million  and working  capital of $32.9  million.  The  decrease in working
capital  is in line with the  seasonal  nature  of the  Company's  business.  In
addition,  $990,000 was used for the repurchase of common stock for treasury and
repayment of $500,000 on the  Company's  acquisition  line of credit  during the
three months ended September 30, 1999.

     Net cash  provided by  operating  activities  during the three months ended
September  30,  1999 was $6.3  million  consisting  primarily  of a decrease  in
accounts  receivable,  and  amortization and  depreciation,  offset in part by a
decrease in accounts payable, an increase in deferred taxes and the net loss for
the three months.

     Net cash  used in  investing  activities  during  the  three  months  ended
September 30, 1999 was $1.2 million,  consisting  primarily of cash used for the
purchase of property and equipment and package design.

     Net cash  used in  financing  activities  during  the  three  months  ended
September 30, 1999 was $1.5 million,  consisting  primarily of the repurchase of
approximately  372,000  shares of common  stock for  treasury  and the  $500,000
repayment of the Company's acquisition line of credit.

     On October 13,  1998,  the Company  entered  into a credit  agreement  (the
"Credit  Agreement") with Bank of America  National Trust & Savings  Association
(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 October 15, 2001, at which
time borrowings under the Acquisition  Facility are payable on a term loan basis
in  quarterly  installments   commencing  December  31,  2001,  with  the  final
installment  maturing on September 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 1% of the amount



                                                                              11
<PAGE>


terminated  or reduced on or prior to December  31, 1999 and 0.5% of the amounts
terminated or reduced  thereafter.  Borrowings under 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.

     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 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.

     The Company believes that its operations will generate sufficient cash flow
to service the 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 September  30, 1999,  the Company has a net deferred tax liability of
$1.8 million  primarily  relating to tax depreciation and amortization in excess
of the book amount.  The  deferred tax asset of $2.1 million  relates to the net
operating loss carryforwards,  the allowance for accounts  receivable,  vacation
accrual and certain other balance sheet reserves.

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.

     Historically the Company has not entered into derivatives  contracts either
to hedge existing risks or for speculative purposes.  Accordingly,  the adoption
of this new standard on July 1, 2000 will not affect its financial statements.



                                                                              12
<PAGE>


Inflation

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

Year 2000

OVERVIEW AND BACKGROUND

     The Company has  implemented a project ("the  Project") to address the Year
2000 readiness of its information  technology  systems (e.g.  telephones,  alarm
systems, copy machines,  computer systems,  etc.) which have embedded technology
(collectively referred to as "Systems").  Additionally, the Project includes the
assessment of the Year 2000 readiness of the Company's significant suppliers and
customers.

STATUS OF THE PROJECT

     The Project is divided into four separate  phases - Planning and Awareness,
Inventory, Assessment, and Remediation.

     The  Planning  and  Awareness  phase  began  in  October  1997 and has been
completed.  This phase  included:  (i.)  development and approval of the Project
charter,  (ii.) formation of a Project  management team to carry out the Project
charter, (iii.) identification and assessment of overall Project risks and (iv.)
development of a Project budget.

     The  Inventory  phase began in January  1998 and has been  completed.  This
phase included:  (i.)  identification of significant  Systems to be assessed and
(ii.) identification of all significant suppliers and customers.

     The  Assessment  phase began in November  1998 and was  completed in August
1999. This phase involves:  (i.)  contacting  vendors of significant  Systems to
assess the Year 2000 readiness of those systems, (ii.) testing of the assertions
made by the  vendors of  significant  Systems',  (iii.)  contacting  significant
suppliers  and  customers  in  order to  understand  their  state  of Year  2000
readiness,  (iv.)  assessment of assertions  made by  significant  suppliers and
customers,  (v.)  determination  of the  extent  of  which  remediation  will be
required to ensure Year 2000  readiness  and (vi.)  development  of  contingency
plans to the extent  considered  necessary.  Although the  Company's  assessment
identified  certain systems that were not currently Year 2000  compliant,  these
systems have either been corrected or entered the remediation phase.

     The Remediation phase began concurrently with the Assessment phase. Systems
identified  during the Assessment  phase as not Year 2000 compliant  immediately
enter the Remediation phase. The Remediation phase was completed in August 1999.
The activities that were undertaken during this phase included:  (i.) repairing,
replacing  or  reprogramming  all  significant  Systems  that are not Year  2000
compliant;  (ii.)  validation  and  testing of  remediated  Systems;  and (iii.)
establishment  and  completion  of action  plans to address any Year 2000 issues
with significant customers or suppliers.



                                                                              13
<PAGE>


     To date, none of the Company's  other  information  technology  projects or
initiatives have been delayed or materially  affected due to the  implementation
of the Project.

COSTS

     The Company has and will utilize primarily  internal resources to carry out
the  Project.  Costs  incurred  to ensure the  Company's  Systems  are Year 2000
compliant  have not been and are not  expected to be  material to the  Company's
results of operations, financial position or cash flows. The Project's costs are
expensed as incurred.

RISKS AND CONTINGENCIES

     The Company  believes  the Project  has met its Year 2000  objectives.  The
ability of suppliers  and customers  with which the Company  interacts to timely
convert  their  systems to Year 2000  compliant  is somewhat  uncertain  and not
directly under the control of the Company.  The Company  conducts  operations in
various markets  worldwide which may not be Year 2000 compliant  because of many
factors,  including, but not limited to, lack of resources and lack of attention
to the Year 2000 issue. Disruptions in the economy generally resulting from Year
2000 issues could also have an adverse affect on the Company's operations.  Such
failures  could  materially  and  adversely  effect  the  Company's  results  of
operations, liquidity and financial position.

     The  Company  is   dependent   on  several   single   source  raw  material
manufacturers  for supply of such  products as weed block fabric and shade cloth
fabric.  Additionally,  demand  for  the  Company's  products  by the  Company's
customers is  dependent on the ability of certain high volume  customers to have
effective  systems in place such that Year 2000 issues do not negatively  affect
demand.  In the  event of a major  economic  slowdown  as a result  of Year 2000
issues, the Company would likely be adversely affected in kind. When the economy
is down, the home and garden industry  generally is down as well. Failure in the
systems of the Company's  major suppliers or the Company's major customers could
have adverse effects on the Company.

     The Company has completed its  contingency  plans.  However,  the Company's
contingency  plans  have not yet been  tested to ensure  that they will  provide
adequate safeguards for Systems that are ultimately not Year 2000 compliant.

     There can be no assurance  that third  parties on which the Company  relies
will  succeed in their Year 2000  compliance  efforts or that failure by a third
party  would not have a  material  adverse  effect on the  Company's  results of
operations or financial condition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Not applicable.



                                                                              14
<PAGE>


     PART II - OTHER INFORMATION

Item 1. Legal Proveedings.

     On or about October 29, 1999 the Company  filed its answer and  affirmative
defenses as well as certain  counter-claims against the plaintiffs in the action
commenced in the State of Michigan  Circuit Court by the former  stockholders of
Ampro Industries, Inc. against the Company and Ampro, which action is referenced
in Item 3 of the Company's Form 10-K for the fiscal year ended June 30, 1999.

Item 2. Changes in Securities

     (c)  During the quarter ended  September 30, 1999 the Company issued 54,773
          shares of its common stock to an officer of the Company in  connection
          with the  officer's  exercise of options.  The shares were issued in a
          private transaction pursuant to the exemption provided by Section 4(2)
          of the Securities Act of 1933.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits:

          27   Financial  Data  Schedule  for the Quarter  ended  September  30,
               1999.*

     (b)  No reports on Form 8-K were filed during the quarter  ended  September
          30, 1999.

* (For SEC use only)

                                                                              15
<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.

Dated November 9, 1999

                                                  U.S. Home & Garden Inc.
                                                        (Registrant)


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


                                            /s/   Lynda Gustafson
                                            ------------------------------------
                                            Vice President of Finance (Principal
                                            Accounting Officer)