UNITED STATES
                       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 December 31, 2003

                                       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  001-14015
                        ---------


                             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 No.)


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 by check whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).

                             Yes_______   No___X___


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

As of February 2, 2004 there were 18,055,862 shares of the issuer's common
stock, par value $.001 per share, outstanding.


<PAGE>

PART I. -  FINANCIAL INFORMATION

Item 1. -  Consolidated Financial Statements

<TABLE>
<CAPTION>
<S>                                                                                   <C>
Consolidated balance sheets as of December 31, 2003 (Unaudited)                       1-2
and June 30, 2003

Consolidated  statements  of  operations  for  the  three  and six  months  ended      3
December 31, 2003 and 2002 (Unaudited)

Consolidated statements of cash flows for the six months                              4-5
ended December 31, 2003 and 2002 (Unaudited)

Notes to consolidated financial statements                                            6-9

Item 2. -  Management's  Discussion  and  Analysis  of  Financial  Condition  and    10-15
Results of Operations

Item 3. -  Quantitative and Qualitative Disclosures About Market Risk                15-16

Item 4. - Controls and Procedures                                                     16

PART II. - OTHER INFORMATION

Item 2 - Changes in Securities and Use of Proceeds                                    17

Item 5 - Other Information                                                            17

Item 6 - Exhibits and Reports on Form 8-K                                             17

Signatures                                                                            17
</TABLE>


<PAGE>

                                        U.S. HOME & GARDEN INC. AND SUBSIDIARIES

                                                     CONSOLIDATED BALANCE SHEETS

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      DECEMBER 31, 2003  June 30, 2003
                                                      -----------------  -------------
                                                         (UNAUDITED)
<S>                                                       <C>             <C>
ASSETS

CURRENT
    Cash and cash equivalents                             $10,127,000     $   822,000
    Accounts receivable                                        71,000      24,467,000
    Inventories                                                29,000       9,138,000
    Prepaid expenses and other current assets                 113,000         721,000
    Refundable income taxes                                        --         137,000
    Deferred tax asset                                        385,000         385,000
    Current assets of discontinued operations in 2002           1,000          62,000
-------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                       10,726,000      35,732,000

PROPERTY AND EQUIPMENT, NET                                    18,000       4,018,000

INTANGIBLE ASSETS
    Goodwill                                                   75,000      49,878,000
    Deferred financing costs, net of accumulated
        amortization of $807,000                                   --       3,975,000
    Non-compete agreements, net of accumulated
        amortization of $766,000                                   --         744,000
    Package tooling costs, net of accumulated
        amortization of $2,418,000                                 --       1,204,000
    Product rights, patents and trademarks, net of
        accumulated amortization of $205,000                       --         467,000

OFFICER RECEIVABLE                                            462,000         512,000
NOTE RECEIVABLE                                             1,624,000              --
OTHER ASSETS                                                   22,000          29,000
-------------------------------------------------------------------------------------

TOTAL ASSETS                                              $12,927,000     $96,559,000
=====================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                                                             -1-

<PAGE>

                                        U.S. HOME & GARDEN INC. AND SUBSIDIARIES

                                                     CONSOLIDATED BALANCE SHEETS
                                                                        (NOTE 3)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                DECEMBER 31, 2003   June 30, 2003
                                                                -----------------   -------------
                                                                   (UNAUDITED)
<S>                                                               <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
    Revolving credit facility                                     $         --      $ 15,085,000
    Accounts payable                                                    18,000         8,954,000
    Accrued rebates                                                         --         1,433,000
    Accrued commissions                                                     --         1,074,000
    Accrued co-op advertising                                               --           774,000
    Accrued expenses                                                    74,000         1,786,000
    Current portion of long-term debt                                       --        12,142,000
    Current liabilities of discontinued operations in 2002              15,000            16,000
------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                              107,000        41,264,000

DEFERRED TAX LIABILITY                                                 239,000           239,000
COMPANY OBLIGATED MANDATORILY REDEEMABLE
    PREFERRED SECURITIES OF SUBSIDIARY TRUST HOLDING
    SOLELY JUNIOR SUBORDINATED DEBENTURES                                   --        57,092,000
------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                      346,000        98,595,000
------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIT)
    Preferred stock, 1,000,000 shares authorized and unissued               --                --
    Common stock, $0.001 par value - shares authorized,
        75,000,000; 21,892,000 and 21,841,000 shares issued             22,000            22,000
    Additional paid-in capital                                      53,020,000        52,470,000
    Retained deficit                                               (27,633,000)      (41,700,000)
------------------------------------------------------------------------------------------------
                                                                    25,409,000        10,792,000


Less: Treasury Stock, 3,890,000 shares at cost                     (12,828,000)      (12,828,000)
------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                12,581,000        (2,036,000)
------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 12,927,000      $ 96,559,000
================================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                                                             -2-

<PAGE>

                                        U.S. HOME & GARDEN INC. AND SUBSIDIARIES

                                           CONSOLIDATED STATEMENTS OF OPERATIONS

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      Three Months Ended                  Six Months Ended
                                                         December 31,                       December 31,
                                                    2003             2002              2003              2002
                                                         Unaudited                             Unaudited
                                               ------------------------------      -------------------------------
<S>                                            <C>               <C>               <C>               <C>
NET SALES                                      $  2,994,000      $ 12,351,000      $ 17,511,000      $ 25,502,000
COST OF SALES                                     2,186,000         7,167,000        10,970,000        15,353,000
------------------------------------------------------------------------------------------------------------------
GROSS PROFIT                                        808,000         5,184,000         6,541,000        10,149,000
------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
     Selling and shipping                         1,245,000         3,400,000         5,882,000         7,556,000
     General and administrative                   1,425,000         1,848,000         3,242,000         4,080,000
     Impairment expense                             598,000                --           598,000                --
     Depreciation                                    24,000           183,000            92,000           363,000
     Amortization                                    51,000           226,000           342,000           473,000
------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                          3,343,000         5,657,000        10,156,000        12,472,000
------------------------------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS                             (2,535,000)         (473,000)       (3,615,000)       (2,323,000)
OTHER EXPENSES
     Refinancing and transaction costs           (1,542,000)       (3,869,000)       (1,701,000)       (4,063,000)
     Interest expense, net                         (590,000)       (1,826,000)       (2,778,000)       (3,660,000)
     Gain on sale of assets (Note 3)             22,279,000                --        22,279,000                --
------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS                    17,612,000        (6,168,000)       14,185,000       (10,046,000)
BEFORE INCOME TAX
Income Tax Expense                                  (49,000)         (108,000)          (44,000)         (108,000)
------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS                    17,563,000        (6,276,000)       14,141,000       (10,154,000)
DISCONTINUED OPERATIONS IN 2002 -
     Loss from discontinued operations                   --          (215,000)          (74,000)       (1,193,000)
------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                              $ 17,563,000      $ (6,491,000)     $ 14,067,000      $(11,347,000)
------------------------------------------------------------------------------------------------------------------
PER SHARE AMOUNTS:
WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING - BASIC                         17,985,000        17,879,000        17,968,000        17,806,000
WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING - DILUTED                       18,351,000        17,879,000        18,299,000        17,806,000
INCOME (LOSS) FROM OPERATIONS PER
     COMMON SHARE - BASIC                      $       0.98      $      (0.35)     $       0.79      $      (0.57)
Discontinued operations in 2002                          --             (0.01)            (0.01)            (0.07)
------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) PER COMMON SHARE - BASIC     $       0.98      $      (0.36)     $       0.78      $      (0.64)
------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS PER
     COMMON SHARE - DILUTED                    $       0.96      $      (0.35)     $       0.77      $      (0.57)
Discontinued operations in 2002                          --             (0.01)               --             (0.07)
------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) PER COMMON SHARE - DILUTED   $       0.96      $      (0.36)     $       0.77      $      (0.64)
==================================================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                                                             -3-

<PAGE>

                                        U.S. HOME & GARDEN INC. AND SUBSIDIARIES

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

Six months ended December 31,                                            2003              2002
----------------------------------------------------------------------------------------------------
                                                                                Unaudited
                                                                     -------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                  <C>               <C>
    Net income (loss) from operations                                $ 14,141,000      $(10,154,000)
    Adjustments to reconcile net income (loss)
    from operations to net cash provided by operating
        activities:
        Depreciation and amortization                                     808,000         1,610,000
        Accrued interest                                                  (24,000)               --
        Write-off of deferred finance costs and discounts               1,551,000         1,928,000
        Trust Preferred payments retained and applied
           against note receivable                                         75,000                --
        Compensation related to stock options                             515,000            60,000
        Stock compensation related to legal fees                           35,000                --
        Goodwill impairment                                               598,000
        Gain on sale of assets (Note 3)                               (22,279,000)               --
        Changes in operating assets and liabilities, net of sale
        of assets:
           Accounts receivable                                         14,583,000        14,188,000
           Inventories                                                    492,000        (2,416,000)
           Prepaid expenses and other current assets                       25,000           (37,000)
           Accounts payable and accrued expenses                       (4,066,000)         (318,000)
---------------------------------------------------------------------------------------------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                               6,454,000         4,861,000
---------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds received on sale of assets                                 9,894,000                --
    Payment on officer receivable                                          50,000                --
    Payments related to purchase of business                                   --           (17,000)
    Purchase of property and equipment                                    (57,000)         (565,000)
    Purchase of intangibles                                               (38,000)         (208,000)
---------------------------------------------------------------------------------------------------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                     9,849,000          (790,000)
===================================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                                                             -4-

<PAGE>

                                        U.S. HOME & GARDEN INC. AND SUBSIDIARIES

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Six months ended December 31,                               2003              2002
---------------------------------------------------------------------------------------
                                                                  Unaudited
                                                        -------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
<S>                                                     <C>                 <C>
    Net payments on lines-of-credit                     $ (6,736,000)     $ (4,426,000)
    Payments on long-term debt                               (21,000)       (8,616,000)
    Deferred finance costs                                  (227,000)       (1,863,000)
    Proceeds from long-term debt                                  --        12,020,000
--------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES                     (6,984,000)       (2,885,000)
--------------------------------------------------------------------------------------

Net increase in cash and cash equivalents                  9,319,000         1,186,000
Cash used in operations discontinued in 2002                 (14,000)         (286,000)
--------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                  9,305,000           900,000

CASH AND CASH EQUIVALENTS, beginning of period               822,000           219,000
--------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of period                $ 10,127,000      $  1,119,000
--------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
    Cash paid for interest                              $  2,856,000      $  3,599,000
    Cash paid (refund received) for taxes               $     45,000      $   (180,000)
--------------------------------------------------------------------------------------

NON-CASH OPERATING ACTIVITIES
    Buyers assumption of current liabilities            $  9,812,000      $         --
--------------------------------------------------------------------------------------

NON-CASH INVESTING ACTIVITIES
    Issuance of 9% promissory note in conjunction
    with the asset sale describe at Note 3              $  1,600,000      $         --
--------------------------------------------------------------------------------------

NON-CASH FINANCING ACTIVITIES
    Buyers assumption of trust preferred securities     $ 57,167,000      $         --
    Buyers assumption of note payable,
    including accrued interest                          $ 12,121,000      $         --
    Buyers assumption of line-of-credit                 $  8,349,000      $         --
======================================================================================
</TABLE>

                     See accompanying notes to consolidated financial statements

                                                                             -5-

<PAGE>

                                        U.S. HOME & GARDEN INC. AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


1.       The accompanying consolidated financial statements at December 31, 2003
         and for the three  months and six months  ended  December  31, 2003 and
         2002 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 and six months ended December 31, 2003 and
         2002 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, 2003,  for details of  accounting  policies and detailed
         notes to the consolidated financial statements.

3.       During  October 2003, the Company  completed the sale of  substantially
         all of the  assets of its  primary  operating  subsidiaries.  Under the
         terms of the Asset  Purchase  Agreement,  as  amended,  relating to the
         sale,  Easy  Gardener  Products  Ltd.,  a new  entity  owned by certain
         members of the former management group of those  subsidiaries  acquired
         substantially  all of the assets and assumed  substantially  all of the
         liabilities of the Company's operating subsidiaries Easy Gardener, Inc.
         and its  subsidiaries,  Easy  Gardener,  UK, Ltd.,  Weatherly  Consumer
         Products Group, Inc. and Weatherly Consumer  Products,  Inc., and Ampro
         Industries,  Inc. Easy Gardener Products Ltd. assumed also the existing
         senior  revolving  credit  facility  described  below  and paid off the
         existing  bank term debt  described  below at  closing.  Easy  Gardener
         Products Ltd. also assumed the obligations of US Home & Garden, Inc. to
         U.S. Home & Garden Trust I , including  the  obligation to make monthly
         payments, which allows U.S. Home & Garden Trust I to make distributions
         to holders of its Trust Preferred Securities.

         After  subtracting  costs of the transaction,  the Company received net
         proceeds  of  $11,494,000  based on the  following  terms:  net cash of
         $9,894,000 paid at closing, and an additional $1,600,000 in the form of
         a subordinated  promissory note delivered at closing.  The note matures
         in 2009 subject to certain  prepayments from excess cash flow. Interest
         on the principal amount outstanding accrues at the rate of 9% per annum
         and will be capitalized by increasing the principal amount of the note.
         The note is subordinated to the indebtedness of Easy Gardener  Products
         under its senior  credit  facility and under its note issued to Central
         Garden & Pet Company in connection with the  transaction.  It is senior
         to the debentures  underlying the trust preferred  securities issued by
         the Trust.

         The  Company  retained  the capital  stock and assets of the  Company's
         Golden West Agri-Products,  Inc.  subsidiary,  which accounted for less
         than 1% of the  Company's  consolidated  net sales for each of the last
         three fiscal years.  The Company  intends to explore  certain  business
         opportunities to supplement or replace the operations of Golden West.

         The asset sale resulted in the elimination of the Company's  historical
         lawn  and  garden  operations  with  a  corresponding   elimination  in
         substantially  all of  the  Company's  operating  revenue  and  related
         expenses.  The Company's only operations  currently consist of those of
         Golden West and corporate  administrative  expenses.  As a result,  the
         historical  operations  reported  through  December  31,  2003  are not
         indicative of the Company's future operating results since they include
         the historical  lawn and garden  operating  results through the date of
         the consummation of the asset sale.

         The  taxable  gain  generated  as a result of the asset sale  described
         above will be offset by the  utilization  of net  operating  loss carry
         forwards.


                                                                             -6-

<PAGE>

                                        U.S. HOME & GARDEN INC. AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


4.       All  shipping  and  handling  expenses  are included in the selling and
         shipping caption and totaled approximately  $384,000 and $1,061,000 for
         the three months ended  December  31, 2003 and 2002,  respectively  and
         $2,074,000  and  $2,433,000  for the six months ended December 31, 2003
         and 2002, respectively.

5.       The Company  entered into a senior  credit  facility  dated October 30,
         2002  for  the  Company  and its  material  subsidiaries.  Wells  Fargo
         Foothill, which was the administrative agent for the facility, was also
         the revolving  credit  lender,  and Ableco  Finance LLC was providing a
         term loan. The total amount of the credit facility was $35 million,  of
         which $23 million was a revolving credit facility and $12 million was a
         term loan.  The credit  facility  would have matured  October 30, 2005.
         Interest  on the  revolving  credit  facility  was at  variable  annual
         interest  rates  based  on the  prime  rate or  LIBOR  plus  applicable
         marginal  rates.  Interest  on the  term  loan was at  variable  annual
         interest  rates based on the prime rate with a minimum  rate of 11.75%.
         The balance of the term loan at October 31, 2003  including  payment in
         kind interest, was $12,121,000 and was paid off in conjunction with the
         asset sale. Borrowings on the revolving credit facility were $8,349,000
         at October 31, 2003 and were assumed by Easy Gardener  Products Ltd. in
         conjunction with the asset sale.

         The  Company  and its  material  subsidiaries  were  subject to certain
         financial and other covenants under its credit facility.  At the end of
         January 2003, the Company's financial performance created a "Triggering
         Event" which  increased  the interest rate on the term loan in February
         through  October by 2.5% points,  to 14.75%.  During the quarter  ended
         September 30, 2003, the Company was in violation of a covenant.  Due to
         the covenant  violation,  the interest  rates on both the term loan and
         the revolver  increased by 3% points, to 8.25% per year on the revolver
         and  17.25% per year on the term  loan.  At  September  30,  2003,  the
         Company was no longer in a  "Triggering  Event",  reducing the interest
         rate on the term loan to 14.75%  effective  October  1,  2003,  through
         October 31, 2003, at which time the  outstanding  balances were assumed
         or paid by Easy Gardener Products Ltd. See Note 3.

6.       In June 2002,  the  Company  announced  that is was  discontinuing  the
         operations  conducted  through its subsidiary  Weed Wizard  Acquisition
         Corp. ("Weed Wizard") effective September 30, 2002.

         Revenues  for Weed  Wizard for the three  months  and six months  ended
         December  31,  2003 and 2002 were not  material.  The Company had a net
         loss  from  discontinued  operations  of Weed  Wizard  of  $24,000  and
         $215,000  for the  three  months  ended  December  31,  2003 and  2002,
         respectively  and  $98,000  and  $1,193,000  for the six  months  ended
         December  31,  2003 and  2002,  respectively.  There  were no assets or
         liabilities  of  discontinued  Weed Wizard  operations  reported in the
         consolidated balance sheets.

         In June 2001,  the  Company  announced  that it was  discontinuing  its
         e-commerce  initative,  which it was conducting  though its subsidiary,
         Egarden,  Inc.  (Egarden),  effective  June 30,  2001.  The  assets and
         liabilities  of  discontinued   Egarden  operations   reported  in  the
         consolidated balance sheets consist of the following:


                                                                             -7-

<PAGE>

                                        U.S. HOME & GARDEN INC. AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


        ------------------------------------------------------------------------
                                    December 31, 2003          June 30, 2003
        ------------------------------------------------------------------------
        Current Assets:
        Cash and cash equivalents       $ 1,000                     $62,000
        Current Liabilities:
        Accrued expenses                $15,000                     $16,000


         Pursuant to Statement of Financial Accounting Standards (SFAS) No. 144,
         Accounting  for the  Impairment or Disposal of Long-Lived  Assets,  the
         Company's   consolidated  financial  statements  and  notes  have  been
         restated  for  all  periods   presented  to  reflect  the  discontinued
         components.   The  current  assets  and  current   liabilities  of  the
         discontinued  components  have been  separately  stated on the  balance
         sheet.  The net  losses  and net  cash  flows  have  been  reported  as
         "Discontinued  Operations" in the accompanying  consolidated  financial
         statements.  The notes have been restated to exclude amounts related to
         these discontinued components.

7.       The Company's  previous business  combinations were accounted for using
         the purchase method. As a result of such combinations,  the Company had
         recognized  goodwill  in the  amount of  $673,000,  net of  accumulated
         amortization,   at  December  31,  2003  related  to  the  Golden  West
         subsidiary.  During the quarter  ended  December 31, 2003,  the company
         recorded an impairment charge totaling $598,000 related to Golden West.
         Goodwill related to Easy Gardener,  Inc. and its subsidiaries and Ampro
         Industries,  Inc.  totaling  $49,205,000  was eliminated in conjunction
         with the asset sale described in Note 3.

8.       The Company applies APB Opinion No. 25,  Accounting for Stock Issued to
         Employees,  and related  interpretations in accounting for its employee
         and director stock option plans.  Under all the Company's option plans,
         the exercise price of the options equals or exceeds the market price of
         the  underlying  stock  on the  date of the  grant  and  therefore,  no
         compensation cost is recognized.

         SFAS No. 123,  Accounting for  Stock-Based  Compensation,  requires the
         Company  to  provide  pro forma  information  regarding  net income and
         earnings per share as if compensation  costs for the Company's employee
         and  director  stock  options  and  warrants  had  been  determined  in
         accordance with the fair value based method prescribed in SFAS No. 123.
         The Company  estimated  the fair value of each stock option and warrant
         at the  grant  date by using a  Black-Scholes  pricing  model  with the
         following weighted-average  assumptions used for grants in fiscal 2004:
         no dividend yield, expected volatility of approximately 103%, risk-free
         interest rate of 4.0%, and expected lives of ten years.

         During the quarter  ended  December  31,  2003,  the  Company  repriced
         approximately  3,975,000  options  and  warrants  and  granted  350,000
         options at $0.63 per share. The Company recorded  compensation  expense
         totaling  $455,000  related to the repricing of options and warrants to
         non-employees during the quarter ended December 31, 2003. The following
         table  illustrates  the effect on net income (loss) and earnings (loss)
         per  share  if the  Company  had  applied  the fair  value  recognition
         provisions of SFAS No. 123 to stock-based employee compensation.


                                                                             -8-

<PAGE>

                                        U.S. HOME & GARDEN INC. AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            Three Months Ended                     Six Months Ended
                                               December 31,                           December 31,
                                          2003               2002                2003             2002
                                   ===========================================================================
<S>                                 <C>                <C>              <C>                <C>
Net income (loss), as reported     $   17,563,000      $   (6,491,000)    $   14,067,000      $  (11,347,000)

Deduct:
Total stock-based
employee compensation expense
determined under fair value
based method for all awards            (1,455,000)                 --         (1,455,000)                 --
                                   ---------------------------------------------------------------------------
Pro forma net income (loss)        $   16,108,000      $   (6,491,000)    $   12,612,000      $  (11,347,000)
                                   ===========================================================================

Earnings (loss) per share -
     Basic
     AS REPORTED                   $         0.98      $        (0.36)    $         0.78      $        (0.64)
     PRO FORMA                     $         0.90      $           --     $         0.70      $           --
Earnings (loss) per share -
     Diluted
     AS REPORTED                   $         0.96      $        (0.36)    $         0.77      $        (0.64)
     PRO FORMA                     $         0.88      $           --     $         0.69      $           --
</TABLE>


                                                                             -9-

<PAGE>

ITEM 2.

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


The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward-looking  statements.  Certain  information  included in this Report
contains  statements that are  forward-looking,  such as statements  relating to
plans for the Company's  future  activities.  Such  forward-looking  information
involves  important  known  and  unknown  risks  and  uncertainties  that  could
significantly  affect actual results,  performance or achievements in the future
and,  accordingly,   such  actual  results,   performance  or  achievements  may
materially  differ  from  those  expressed  or  implied  in any  forward-looking
statements made by or on behalf of the Company.

These risks and uncertainties include, but are not limited to, those relating to
the risks of a company with limited  operations that is seeking to supplement or
replace  its  remaining  business  operations.  The words  "believe,"  "expect,"
"anticipate,"   "intend"   and   "plan"   and   similar   expressions   identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements,  which speak only as of the date the statement
was made.

RECENT DEVELOPMENTS

On October 29, 2003 the Company consummated the sale of substantially all of the
operations  and assets of the Company's  primary  operating  subsidiaries,  Easy
Gardener, Inc. ("Easy Gardener") and its subsidiaries and Ampro Industries, Inc.
("Ampro") to Easy Gardener Products, Ltd. ("Easy Gardener Products"),  an entity
formed by current and former members of management of those subsidiaries. At the
time of the sale these operations  comprised  approximately 99% of the Company's
consolidated  sales and 98% of its consolidated  assets.  The assets acquired by
Easy Gardener Products consisted of:

      o     substantially  all  of  the  assets  of  Easy  Gardener  and  Ampro,
            including:

            o     all of their business operations and assets,

            o     the  capital   stock  and   operations   of  Easy   Gardener's
                  wholly-owned subsidiaries, Easy Gardener UK Ltd. and Weatherly
                  Consumer Products Group, Inc., and

            o     indirectly,  the capital  stock and  operations  of  Weatherly
                  Consumer   Products,   Inc.,  a  wholly-owned   subsidiary  of
                  Weatherly Consumer Products Group, Inc; and

      o     from the Company,  all of the common  securities of its  subsidiary,
            U.S. Home & Garden Trust I (the  "Trust"),  as well as certain trust
            preferred securities previously issued by the Trust and owned by the
            Company at the time of the sale.


In addition,  Easy Gardener Products assumed  substantially all of the Company's
selling subsidiaries'  liabilities as well as the Company's obligations relating
to the Trust.  These  liabilities  comprised  approximately 99% of the Company's
consolidated liabilities at the time of the sale.

Easy  Gardener  Products,  Ltd.  paid  the  Company  a total  purchase  price of
$18,772,500,  less certain expenses related to the transaction for the assets it
acquired  resulting in the  Company's  receipt of net proceeds of  approximately
$11,494,000.  Of this  amount,  $9,894,000  was paid in cash at the  closing and
$1,600,000  was paid in the form of a  subordinated  promissory  note.  The note
matures in 2009 subject to certain  prepayments from excess cash flow.  Interest
on the principal amount outstanding from time to time will accrue at the rate of
9% per annum and will be capitalized  by increasing the principal  amount of the
note. The note is  subordinated to the  indebtedness  of Easy Gardener  Products
under its senior credit  facility and under its note issued to Central  Garden &
Pet Company in connection with the  transaction.  It is senior to the debentures
underlying the trust preferred securities issued by the Trust.


                                                                            -10-

<PAGE>

In addition, Easy Gardener Products:

      o     paid the Company's  obligations  under the  Company's  then existing
            term loan and assumed all borrowings outstanding under the revolving
            credit  facility as of the  closing  and the Company was  discharged
            from any future obligations under the facility;

      o     assumed the Company's obligations under the Trust-related  documents
            and the Company was discharged  from any further  obligations  under
            the Trust-related documents;

      o     assumed the Company's obligations to sell trust preferred securities
            under an option  previously  granted by the Company in November 2001
            to the Company's prior subordinated lenders; and

      o     assumed  substantially  all of the Company's  selling  subsidiaries'
            operational (non-debt) liabilities;


The Company  retained the capital stock and assets of the Company's  Golden West
Agri-Products,  Inc.  subsidiary,  which  accounted  for  less  than  1% of  the
Company's  consolidated  net sales for each of the last three fiscal years.  The
Company  intends to explore  certain  business  opportunities  to  supplement or
replace the operations of Golden West.

The asset sale resulted in the elimination of the Company's  historical lawn and
garden  operations with a corresponding  elimination in substantially all of the
Company's operating revenue and related expenses.  The Company's only operations
currently consist of those of Golden West and corporate administrative expenses.
Therefore,  except as otherwise  specifically  set forth  below,  the results of
operations  of the  historical  business  set forth below and  elsewhere in this
report do not reflect the effects on the  Company's  operations  which  resulted
from the consummation of the asset sale.

The taxable gain generated as a result of the asset sale described above will be
offset by the utilization of net operating loss carry forwards.


GENERAL

Prior to the  consummation  of the  asset  sale  described  above,  the  Company
manufactured  and marketed a broad range of brand-name  consumer lawn and garden
products through its wholly owned subsidiaries, Ampro, Easy Gardener, and Golden
West and Easy Gardener's wholly owned subsidiaries,  Weatherly Consumer Products
Group,   Inc.  and  Weed  Wizard.  In  June  2002,  the  Company  announced  the
discontinuation of the Weed Wizard operations effective September 30, 2002. As a
result of prior  acquisitions  the Company  recognized a  significant  amount of
goodwill,  which,  in  the  aggregate,  was  approximately  $49,878,000,  net of
accumulated  amortization,  at June 30, 2003. Goodwill related to Easy Gardener,
Inc. and its  subsidiaries  and Ampro  Industries  Inc.  totaling  approximately
$49,205,000 was eliminated in conjunction with the asset sale.


                                                                            -11-

<PAGE>


HISTORICAL RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                              Three Months Ended     Six Months Ended
                                                 December 31,          December 31,
                                               2003       2002       2003      2002
                                              ------------------    ------------------
<S>                                           <C>        <C>        <C>        <C>
Net sales                                     100.0%     100.0%     100.0%     100.0%
Cost of sales                                  73.0       58.0       62.6       60.2
                                              ------------------    ------------------
Gross profit                                   27.0       42.0       37.4       39.8
Selling and shipping expenses                  41.6       27.5       33.6       29.6
General and administrative expenses            47.6       15.0       18.5       16.0
Impairment expense                             20.0         --        3.4         --
Depreciation and amortization                   2.5        3.3        2.5        3.3
                                              ------------------    ------------------
Loss from operations                          (84.7)      (3.8)     (20.6)      (9.1)
Refinancing and transaction costs             (51.5)     (31.3)      (9.7)     (15.9)
Interest expense, net                         (19.7)     (14.8)     (15.9)     (14.4)
Gain on sale                                  744.1         --      127.2         --
                                              ------------------    ------------------
Income (loss) from operations before tax      588.2      (49.9)      81.0      (39.4)
Income tax expense                             (1.6)      (0.9)      (0.2)      (0.4)
                                              ------------------    ------------------
Income (loss) from operations                 586.6      (50.8)      80.8      (39.8)
Loss from discontinued operations in 2002        --       (1.8)      (0.4)      (4.7)
                                              ------------------    ------------------
Net income (loss)                             586.6%     (52.6%)     80.4%     (44.5%)
                                              ------------------    ------------------
</TABLE>


                                                                            -12-

<PAGE>


THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2003 COMPARED TO THREE MONTHS AND
SIX MONTHS ENDED DECEMBER 31, 2002

As discussed in the Recent Developments section, substantially all assets of the
Company's primary operating  subsidiaries  which accounted for substantially all
of the operations of the Company were sold during the quarter ended December 31,
2003. As a result,  operating  results for the quarter  ended  December 31, 2003
reflect only one month's  operations of Easy Gardener and its  subsidiaries  and
Ampro. In conjunction  with the asset sale, the Company  recorded a gain on sale
of  $22,279,000.  Following the asset sale, the Company has no ongoing rights to
any  benefits  derived  from  the  operations  of Easy  Gardener,  Inc.  and its
subsidiaries or Ampro Industries,  Inc. The operations of these entities and the
gain on sale  recorded  during  the  quarter  ended  December  31,  2003 are not
indicative of the Company's operating results going forward.

The  Company's   management   is  currently   evaluating   certain   acquisition
opportunities in which to invest the proceeds  received in the asset sale. While
evaluating  acquisition  opportunities,  the Company's operations (consisting of
corporate  administrative expenses and operations of Golden West) will be funded
by  interest  income  as  well as  cash  contributions  from  Golden  West.  See
"Liquidity and Capital Resources" .

SEASONALITY

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

Sales of the Company's agricultural products, which were not material during the
three months and six months ended  December 31, 2003,  are also  seasonal.  Most
shipments occur during the  agricultural  cultivation  period from March through
October.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2003,  the Company had  consolidated  cash and cash  equivalents
totaling  $10,127,000 and working capital of $10,619,000.  At June 30, 2003, the
Company had  consolidated  cash and cash  equivalents  totaling  $822,000  and a
working capital deficit of $5,532,000. The increase in cash and cash equivalents
is due to the proceeds  received in the asset sale described above. The increase
in working  capital is due to cash proceeds  received in the sale as well as the
payment/assumption  of all  outstanding  bank debt  (classified as short-term at
June 30, 2003) by Easy  Gardener  Products Ltd.  pursuant to the asset  purchase
agreement.

Net cash provided by operating  activities for the six months ended December 31,
2003 of $6.0 million consists primarily of a decrease in accounts  receivable of
$14.6 million and a decrease in inventories and prepaid expenses of $.5 million.
This was  partially  offset by the  decrease  related to the cash  effect of net
income from operations of $4.9 million and the decrease in accounts  payable and
accrued  expenses  of $4.2  million.  The  decrease in  accounts  receivable  is
consistent with the seasonal nature of the Company's historical operations.

Net cash provided by investing  activities for the six months ended December 31,
2003 of $10.1 million  consists  primarily of proceeds  received in  conjunction
with the asset sale completed in October 2003.

Net cash used in  financing  activities  of $6.8  million  is  primarily  due to
payments  made on the  Company's  line of credit with cash provided by operating
activities, prior to the asset sale.

In conjunction  with the asset sale described  above,  substantially  all assets
were sold to Easy Gardener  Products.  In addition,  Easy Gardener Products paid
the  Company's  obligations  under the  Company's  then  existing  term loan and
assumed all borrowings outstanding under the revolving credit facility as of the
closing and the company was  discharged  from any future  obligations  under the
facility.  Easy Gardener  Products also assumed the Company's  obligations under
the  Trust-related  documents  and the Company was  discharged  from any further
obligations under the Trust-related documents.


                                                                            -13-
<PAGE>

The  Company's   management   is  currently   evaluating   certain   acquisition
opportunities in which to invest the proceeds  received in the asset sale. While
evaluating  acquisition  opportunities,  the  Company's  operations  consist  of
corporate  administrative  expenses and  operations  of Golden  West.  Corporate
administrative expense are expected to approximate $80,000 per month and consist
primarily of officers and administrative  salaries,  rent, insurance, and travel
expenses  associated  with  the  activities  to find an  acquisition  candidate.
Management's  intention is to partially fund these expenses with interest income
received  on  the  proceeds   received  in  the  asset  sale  as  well  as  cash
contributions  from Golden West.  Interest income is not intended or expected to
be sufficient to cover administrative expenses on a monthly basis.


COMMITMENTS

The Company leases office space,  computer  equipment,  and an automobile  under
operating leases expiring through 2007. The future minimum annual lease payments
under these non-cancelable operating leases are as follows:


              Year Ended June 30,                             Amount
       --------------------------------------------------------------
              2004                                     $     119,000
              2005                                            22,000
              2006                                            22,000
              2007                                            17,000
       --------------------------------------------------------------
                                                       $     180,000
       --------------------------------------------------------------


In addition,  during fiscal 2004,  the company paid lease  obligations  totaling
approximately  $225,000 related to Easy Gardener,  Inc. and its subsidiaries and
Ampro Industries, Inc.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements requires the adoption and implementation
of  accounting  policies  and the use of  assumptions  and  estimates  in  their
presentation. The accounting policies and uncertainties, judgments and estimates
make it  likely  that  materially  different  amounts  would be  reported  under
different conditions and different assumptions.

Included below is a discussion of the more critical accounting policies that are
affected by the  significant  judgments and estimates used in the preparation of
the financial statements included in this report, how


                                                                            -14-

<PAGE>


such  policies are applied,  and how results  differing  from the  estimates and
assumptions would affect the amounts presented in the financial statements. Most
of these policies related to the Company's historical lawn and garden operations
and  certain of the  policies,  may not  necessarily  apply to, or have the same
impact on, the Company's current or future operations. Other accounting policies
also have a significant  effect on the financial  statements,  and some of these
policies also require the use of estimates and  assumptions  as discussed in the
Summary  of  Accounting  Policies  in  the  Company's   Consolidated   Financial
Statements  at June 30,  2003  included in its Form 10-K for the year ended June
30, 2003.

      Allowance  for  Doubtful  Accounts  Receivable.  The Company  maintains an
allowance  for doubtful  accounts  receivable,  which  represents  the potential
estimated  losses  resulting  from the  inability of customers to make  required
payments  for amounts  owed.  The  allowance is  estimated  based on  historical
experience of write-offs,  the level of past due amounts and  information  known
about  specific  customers with respect to their ability to make payments at the
balance sheet date. If the financial  condition of the Company's  customers were
to change,  resulting in an impairment or  improvement  in their ability to make
payments, additional allowances may be required or allowances may be reduced.

      Inventories.   The  Company  records  inventory   reserves  for  estimated
obsolescence of inventory equal to the difference  between the cost of inventory
owned and the  estimated  market  value.  Market  value is based upon the age of
specific  inventory  on hand and  assumptions  about  future  demand  and market
conditions.  If actual market  conditions for the sale of the inventory are less
favorable  than those  anticipated  by  management,  additional  reserves may be
required.

      Goodwill.  The Company has consummated eleven  acquisitions  accounted for
using the purchase method.  The excess of cost over net assets  acquired,  which
relates to the Company's acquisitions has been recorded as goodwill. Goodwill is
tested for  impairment  by  comparing  the  carrying  value of the assets of the
Company's  individual reporting units to their fair value. The fair value of the
assets  could  vary  significantly  over  time  and  different  assumptions  and
estimates will result in different valuations. As noted above, substantially all
of the  goodwill  existing  at the  time of the  asset  sale was  eliminated  in
connection with the sale.

      Deferred Income Taxes.  The Company records deferred income taxes based on
enacted income tax rates in effect on the dates  temporary  differences  between
the financial reporting and tax bases of assets and liabilities  reverse. To the
extent  that  available  evidence  about  the  future  raises  doubt  about  the
realization of a deferred tax asset, a valuation  allowance is established.  The
Company  has  recorded  a  valuation  allowance  due to the  uncertainty  of the
Company's  ability to generate  sufficient  future taxable income to realize the
gross  deferred tax assets.  If the Company is able to generate  future  taxable
income, the valuation allowance may be adjusted.

NEW ACCOUNTING PRONOUNCEMENTS

In  January  2003,  the FASB  issued  Interpretation  No. 46,  Consolidation  of
Variable  Interest  Entities.  This  Interpretation  addresses  consolidation by
business  enterprises of variable interest  entities.  The  Interpretation  will
apply to the  Company for the periods  ended after March 15,  2004.  The Company
does  not  expect  the  Interpretation  to  have  an  effect  on  the  financial
statements.

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 was exposed
to the risk of rising interest rates.  The following table provides  information
on the Company's fixed maturity debt during the period ended March 15, 2004 that
was sensitive to changes in interest rates through October 2003 until assumed or
paid by the buyer.


                                                                            -15-
<PAGE>


The Revolving Credit Facility had an interest rate of
8.25% during the six-month period ended
December 31, 2003 until assumed by the buyer                       $10.9 million

The Term Loan had an interest rate ranging from 14.25% to
17.25% during the six month period ended December 31, 2003,
until paid by the buyer                                            $12.1 million


As noted  above,  in  connection  with the asset sale the Company has no further
obligations under the Credit Facility or term loan.


ITEM 4.  CONTROLS AND PROCEDURES

As of the end of the period  covered by this report,  an evaluation  was carried
out  under  the  supervision  and  with  the   participation  of  the  Company's
management,  including the Chief  Executive  Officer,  who also is the Company's
principal  financial officer,  of the effectiveness of the Company's  disclosure
controls   and   procedures.   Based   on   this   evaluation,   the   principal
executive/financial officer concluded that the Company's disclosure controls and
procedures  are  effective  in reaching a  reasonable  level of  assurance  that
information required to be disclosed by the Company in the reports that it files
or submits  under the  Securities  Exchange Act of 1934 is recorded,  processed,
summarized and reported  within the time period  specified in the Securities and
Exchange Commission's rules and forms.

During  the  quarter  ended  December  31,  2003  there  were no  changes in the
Company's  internal  control  over  financial  reporting  that  have  materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.


                                                                            -16-
<PAGE>


PART II - OTHER INFORMATION

         Item 2. Changes in Securities  and Use of Proceeds.  During the quarter
         ended December 31, 2003 the Company granted options to purchase 350,000
         shares  of its  common  stock at  $0.63  per  share  to a  non-employee
         director in a transaction  exempt from registration under Sections 4(2)
         or 2(a)(3)  of the  Securities  Act of 1933.  These  options  currently
         expire on November 30, 2013.

         Item 5. Other Information

         During the quarter  ended  December  31,  2003 the Company  changed the
         exercise  price of options and  warrants to  purchase an  aggregate  of
         3,975,293 shares of its common stock to $0.63 per share.  These options
         and warrants currently expire on November 30, 2013.

         Item 6. Exhibits and Reports on Form 8-K

         (a) Exhibits

            31 Certification of Chief Executive Officer, President and Treasurer
            (Principal  Financial  Officer) pursuant to Securities  Exchange Act
            Rules   13a-14  and   15d-14   implementing   Section   302  of  the
            Sarbanes-Oxley act of 2002.

            32.  Certification  of the Chief  Executive  Officer,  President and
            Treasurer  (Principal  Financial Officer) pursuant to section 906 of
            the Sarbanes-Oxley Act of 2002

         (b) A report on Form 8-K for the event dated October 29, 2003 was filed
         during the quarter  ended  December 31, 2003 pursuant to Item 5 of that
         form to report the consummation of the asset sale pursuant to the Asset
         Purchase  Agreement  between the  registrant,  certain of its  material
         operating subsidiaries and Easy Gardener Products Ltd.


                                   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.

February 17, 2004

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

                                     By: /s/ Robert Kassel
                                         ------------------------------------
                                         President, Chief Executive Officer,
                                         and Treasurer
                                         (Principal Financial Officer)


                                                                            -17-