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, 2001

                                       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 Number)


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


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


Indicate by check whether the registrant:  (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                               Yes __X__ No _____


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

As of  November  4, 2001 there were  17,543,379  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 sheets as of September 30, 2001                        1-2
and June 30, 2001 (Unaudited)

Consolidated  statements of loss for the three months ended                   3
September 30, 2001 and 2000 (Unaudited)

Consolidated statements of cash flows for the three months                  4-5
ended September 30, 2001 and 2000 (Unaudited)

Notes to consolidated financial statements                                 6-11

Item 2. - Management's Discussion and Analysis of Financial               12-16
Condition and Results of Operations

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

Part II. - Other Information

Item 1. - Legal Proceedings                                                  17

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

Signatures                                                                   17

<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                                     Consolidated Balance Sheets


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


<TABLE>
<CAPTION>
                                                                  September 30,            June 30,
                                                                       2001                  2001
                                                                   -----------           ------------
                                                                   (Unaudited)
<S>                                                                <C>                   <C>
Assets

Current
  Cash and cash equivalents                                        $ 2,689,000           $  2,724,000
  Accounts receivable, less allowance for doubtful
    accounts and sales returns of $691,000 and $1,260,000            8,534,000             19,483,000
  Inventories                                                       11,867,000             11,043,000
  Prepaid expenses and other current assets                            897,000                697,000
  Refundable income taxes                                              653,000                653,000
  Deferred tax asset                                                 1,205,000              1,205,000
  Net current assets of discontinued operations                        360,000                371,000
-----------------------------------------------------------------------------------------------------

Total Current Assets                                                26,205,000             36,176,000

Property and Equipment, net                                          5,840,000              5,994,000

Intangible Assets
  Excess of cost over net assets acquired, net                      59,632,000             59,632,000
  Deferred financing costs, net of accumulated
    amortization of $613,000 and $562,000                            3,050,000              3,001,000
  Non-compete agreements, net of accumulated
    amortization of $139,000 and $132,000                            1,371,000              1,378,000
  Package tooling costs, net of accumulated
    amortization of $1,517,000 and $1,390,000                        1,341,000              1,371,000
  Product rights, patents and trademarks, net of
    accumulated amortization of $95,000 and $85,000                    549,000                559,000

Officer Receivables                                                    531,000                521,000

Other Assets                                                           111,000                304,000
-----------------------------------------------------------------------------------------------------

Total Assets                                                       $98,630,000           $108,936,000
=====================================================================================================
</TABLE>


                    See accompanying notes to consolidated financial statements.


                                                                               1
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                                     Consolidated Balance Sheets


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


<TABLE>
<CAPTION>
                                                                  September 30,            June 30,
                                                                       2001                  2001
                                                                   -----------           ------------
                                                                   (Unaudited)
<S>                                                                <C>                   <C>
Liabilities and Stockholders' Equity
Current
  Current portion of lines-of-credit                               $15,769,000           $ 21,650,000
  Accounts payable                                                   4,629,000              3,293,000
  Accrued rebates                                                    1,389,000              1,618,000
  Accrued commissions                                                  792,000              1,279,000
  Accrued co-op advertising                                            612,000                732,000
  Accrued restructuring costs                                          313,000                999,000
  Accrued expenses                                                     307,000              1,719,000
-----------------------------------------------------------------------------------------------------

Total Current Liabilities                                           23,811,000             31,290,000

Deferred Tax Liability                                               1,205,000              1,205,000
Net Long-Term Liabilities of Discontinued Operations                   246,000                263,000
Other Long Term Liabilities                                              1,000                 20,000
Company Obligated Mandatorily Redeemable
  Preferred Securities of Subsidiary Trust Holding
  Solely Junior Subordinated Debentures                             56,951,000             56,951,000
-----------------------------------------------------------------------------------------------------
Total Liabilities                                                   82,214,000             89,729,000
-----------------------------------------------------------------------------------------------------
Minority Interest in Equity of Affiliate                             1,239,000              1,239,000
-----------------------------------------------------------------------------------------------------

Stockholders' Equity
  Preferred stock, 1,000,000 shares authorized and unissued                 --                     --
  Common stock, $0.001 par value - shares authorized,
    75,000,000; 21,433,000 shares issued at June 30, 2001
      and September 30, 2001                                            21,000                 21,000
  Additional paid-in capital                                        51,876,000             51,846,000
  Retained earnings (deficit)                                      (23,892,000)           (21,071,000)
-----------------------------------------------------------------------------------------------------
                                                                    28,005,000             30,796,000
Less: Treasury Stock, 3,890,000 shares
  at cost at June 30, 2001 and September 30, 2001                  (12,828,000)           (12,828,000)
-----------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                          15,177,000             17,968,000
-----------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders Equity                          $98,630,000           $108,936,000
=====================================================================================================
</TABLE>


                    See accompanying notes to consolidated financial statements.


                                                                               2
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                                 Consolidated Statements of Loss


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


<TABLE>
<CAPTION>
                                                       Three Months Ended September 30,
                                                       -------------------------------
                                                           2001               2000
--------------------------------------------------------------------------------------
                                                                  Unaudited
                                                       -------------------------------
<S>                                                    <C>                <C>
Net sales                                              $ 13,650,000       $ 13,111,000
Cost of Sales                                             8,154,000          8,731,000
--------------------------------------------------------------------------------------
Gross Profit                                              5,496,000          4,380,000
--------------------------------------------------------------------------------------
Operating Expenses
  Selling and shipping                                    4,030,000          3,567,000
  General and administrative                              2,142,000          1,713,000
  Depreciation                                              184,000            262,000
  Goodwill amortization                                          --            716,000
  Other amortization                                        194,000            177,000
--------------------------------------------------------------------------------------
                                                          6,550,000          6,435,000
--------------------------------------------------------------------------------------
Loss from Operations                                     (1,054,000)        (2,055,000)
Other Income (Expense)
  Investment income                                          43,000             64,000
  Interest expense                                       (1,810,000)        (1,660,000)
--------------------------------------------------------------------------------------
Loss from Continuing Operations Before
  Income Taxes and Extraordinary Gain                    (2,821,000)        (3,651,000)
Income Tax Benefit                                               --          1,779,000
--------------------------------------------------------------------------------------
Loss from Continuing Operations Before
  Extraordinary Gain                                     (2,821,000)        (1,872,000)
Discontinued Operations -
  Loss from discontinued operations net of tax
    benefit of $1,187,000 and minority interest
      of $217,000 in 2000                                        --           (883,000)
--------------------------------------------------------------------------------------
Net Loss Before Extraordinary Gain                       (2,821,000)        (2,755,000)
Extraordinary gain on purchase of Trust Preferred
  Securities, net of income taxes                                --              4,000
--------------------------------------------------------------------------------------
Net Loss                                               $ (2,821,000)      $ (2,751,000)
======================================================================================
Per Share Amounts:
Weighted Average Common Shares Outstanding-
  Basic and Diluted                                      17,543,000         18,807,000
Loss from Continuing Operations per Common Share
  Before Extraordinary Gain - Basic and Diluted               ($.16)             ($.10)
Discontinued operations                                          --               (.05)
Extraordinary gain                                               --                 --
--------------------------------------------------------------------------------------
Net Loss                                                      ($.16)             ($.15)
======================================================================================
</TABLE>


                    See accompanying notes to consolidated financial statements.


                                                                               3
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                           Consolidated Statements of Cash Flows


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


<TABLE>
<CAPTION>
Three months ended September 30,                              2001              2000
------------------------------------------------------------------------------------------
                                                                    Unaudited
                                                          --------------------------------
<S>                                                       <C>                <C>
Cash Flows from Operating Activities:
  Net loss from continuing operations before
    extraordinary gain                                    $ (2,821,000)      $ (1,872,000)
  Adjustments to reconcile net loss to net cash used
    in operating activities:
    Depreciation and amortization                              612,000          1,436,000
    Compensation related to stock options                       30,000             30,000
    Changes in operating assets and liabilities, net
      of assets acquired and liabilities assumed:
        Accounts receivable                                 10,949,000          9,117,000
        Inventories                                           (824,000)        (1,342,000)
        Prepaid expenses and other current assets             (200,000)            (7,000)
        Accounts payable and accrued expenses               (1,598,000)        (3,595,000)
        Other assets                                           193,000             48,000
------------------------------------------------------------------------------------------

Net Cash Provided By Operating Activities                    6,341,000          3,815,000
------------------------------------------------------------------------------------------

Cash Flows from Investing Activities:
  Payment from purchase of business, net of
    cash acquired                                                   --            (16,000)
  Increase in officer receivables                              (10,000)           (10,000)
  Purchase of property and equipment                          (263,000)          (218,000)
  Purchase of intangibles                                      (97,000)           (58,000)
------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                         (370,000)          (302,000)
==========================================================================================
</TABLE>


                                                                               4
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                           Consolidated Statements of Cash Flows


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


<TABLE>
<CAPTION>
Three months ended September 30,                                     2001             2000
-----------------------------------------------------------------------------------------------
                                                                          Unaudited
                                                                 ------------------------------
<S>                                                              <C>               <C>
Cash Flows from Financing Activities:
  Net proceeds from notes payable                                $        --       $   272,000
  Repurchase of common stock for treasury                                 --          (492,000)
  Repurchase of mandatorily redeemable preferred securities                            (22,000)
  Finance costs                                                     (100,000)               --
  Payments on lines-of-credit                                     (5,881,000)       (2,000,000)
  Other                                                              (19,000)               --
-----------------------------------------------------------------------------------------------
Net Cash Used In Financing Activities                             (6,000,000)       (2,242,000)
-----------------------------------------------------------------------------------------------

Net (decrease) increase in cash and cash equivalents from
  continuing operations                                              (29,000)        1,271,000
Cash used in discontinued operations                                  (6,000)       (3,778,000)
-----------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                            (35,000)       (2,507,000)

Cash and Cash Equivalents, beginning of period                     2,724,000         3,474,000
-----------------------------------------------------------------------------------------------

Cash and Cash Equivalents, end of period                         $ 2,689,000       $   967,000
===============================================================================================

Supplemental disclosure of Cash Flow
Information
   Cash paid for interest                                        $ 1,911,000       $ 1,635,000
   Cash paid for taxes                                           $   173,000       $    22,000
===============================================================================================
</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 September 30, 2001
     and for the three months ended  September 30, 2001 and 2000 are  unaudited,
     but, in the opinion of management,  include all adjustments necessary for a
     fair  presentation  of  consolidated  financial  position  and  results  of
     operations  for the periods  presented.  The  results for the three  months
     ended September 30, 2001 are not  necessarily  indicative of the results of
     operations  for a full year.  Certain  amounts as previously  reported have
     been reclassified to conform to current year classifications

2.   Refer to the audited  consolidated  financial statements for the year ended
     June 30, 2001, for details of accounting policies and detailed notes to the
     consolidated financial statements.

3.   Inventories consist of:

                                      September 30, 2001       June 30, 2001
     ------------------------------------------------------------------------
     Raw materials                           $ 5,949,000         $ 6,290,000
     Finished goods                            5,918,000           4,753,000
     ------------------------------------------------------------------------
                                             $11,867,000         $11,043,000
     ------------------------------------------------------------------------

4.   The Company  completed a Credit Agreement with Bank of America (the "Bank")
     on October 13, 1998.  The Credit  Agreement  originally  provided 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").  The Credit Agreement  originally
     provided that borrowings under such credit facilities will bear interest at
     variable  annual  rates equal to 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 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.  At September
     30, 2001, the Company was in violation of certain financial covenants.  The
     Working  Capital  Facility has been  extended and will  terminate  with the
     balances due on November 30, 2001.


                                                                               6
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                      Notes to Consolidated Financial Statements


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


     During the three months ended  September 30, 2001,  the Company  received a
     commitment  from a bank to  provide  up to  $33,000,000  in senior  secured
     financing due three years from the closing date.  The financing  commitment
     provides for a $31,000,000  revolving credit facility and a $2,000,000 term
     loan.  Interest on borrowings  will be calculated at variable  annual rates
     based on either the bank's prime rate plus an  applicable  marginal rate or
     the bank's fully absorbed Eurodollar rate plus an applicable marginal rate.
     Available  borrowing on the revolving credit facility will be limited based
     on eligible  borrowing bases.  The bank will have first priority  perfected
     security interest in substantially all of the Company's assets. The Company
     will be subject to certain fees and  restrictions  in conjunction  with the
     financing. As part of the commitment,  the Company is required to obtain an
     additional $2,250,000 in subordinated debt on or before the closing date.

     During the three months ended September 30, 2001, the Company also received
     a commitment to receive up to $6,250,000, of subordinated secured notes due
     six years from the closing  date.  Interest will be charged on the notes at
     16% and 14% per annum, payable quarterly. The issue price of the notes will
     be 91.25% of the face  amount of the notes.  The notes will be secured by a
     second lien on all assets of the Company and will rank junior to the senior
     financing to be provided by the bank. The investors shall  purchase,  for a
     nominal price,  detachable  warrants to purchase between 3.45% and 3.75% of
     the fully diluted  equity of the Company and between 3.45% and 3.75% of the
     Company's Cumulative Trust Preferred Securities with the exact amount to be
     determined at the closing of the  subordinated  secured notes.  The Company
     will be subject to certain fees and  restrictions  in conjunction  with the
     notes.

     As discussed  above,  the Company is currently in  discussions to refinance
     the expiring Credit Agreement. There can be no assurances that a new credit
     agreement  will be executed on terms  equal to or more  favorable  than the
     expiring Credit Agreement, or that a new agreement can be completed at all.
     The Company  would be  adversely  affected if it was unable to secure a new
     credit agreement before expiration of the expiring Credit Agreement.  Since
     the Company is currently in discussions regarding a new credit facility, it
     has classified all bank debt associated with the expiring Credit  Agreement
     as a current liability.

5.   In  June  2001,  the  Company  announced  that  it  was  discontinuing  its
     e-commerce  initiative,  which it was  conducting  through its  subsidiary,
     Egarden,  Inc.  (Egarden),  effective  June 30, 2001.  The Company plans to
     dispose of the assets and liabilities of Egarden, including amounts written
     off, by either  contributing  them to another  company in  exchange  for an
     ownership  interest  in that  company  or  through a sale of the assets and
     liquidation of the liabilities.

     During the year ended June 30,  2001,  the  Company  recorded a net loss on
     disposal of discontinued operations of $4,551,000, net of minority interest
     of $1,118,000. The loss, prior to minority interest, included the write-off
     of all long-lived  assets of $5,224,000  and severance  expense of $445,000
     related to the termination of all 39 employees.  Approximately  $326,000 of
     severance  payments are unpaid at September 30, 2001. No  adjustments  were
     made to the  liability  recorded for  severance  payments  during the three
     months  ended  September  30,  2001.  The  Company  had a net loss from the
     operations  of Egarden of $883,000,  net of minority  interest of $217,000,
     for the three months ended September 30, 2000. Revenues of the discontinued
     operations for the three months ended September 30, 2000 were not material.


                                                                               7
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                      Notes to Consolidated Financial Statements


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


     The net assets and net liabilities of discontinued  operations  reported in
     the consolidated balance sheets consisted of the following:

                                             September 30, 2001   June 30, 2001
     ---------------------------------------------------------------------------

     Current assets                                 $   686,000     $   882,000
     Current liabilities                               (326,000)       (511,000)
     ---------------------------------------------------------------------------
     Net current assets                             $   360,000     $   371,000
     ---------------------------------------------------------------------------

     Net long-term liabilities                      $  (246,000)    $  (263,000)
     ---------------------------------------------------------------------------

     Minority interest in equity of affiliate       $(1,239,000)    $(1,239,000)
     ===========================================================================

     Pursuant to APB  Opinion No. 30,  Reporting  the  Results of  Operations  -
     Reporting  the  Effects  of  Disposal  of  a  Segment  of a  Business,  and
     Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,
     the  Company's  consolidated  financial  statements  and  notes  have  been
     restated  for all  periods  presented  to reflect  the  discontinuation  of
     Egarden.  The net  operating  results,  net  assets  and net cash  flows of
     Egarden have been reported as "Discontinued Operations" in the accompanying
     consolidated  financial  statements.  The restated  notes  exclude  amounts
     related to these discontinued operations.

6.   During the period ended June 30, 2001, the Company recorded a restructuring
     charge  of  $2,860,000  relating  to the  closing  and  sale  of the  Ampro
     Industries  Inc.  facility in Michigan.  The Company intends to continue to
     sell  products,   through  a  contract   manufacturing   agreement,   being
     manufactured at the former Ampro facility.  As part of this agreement,  the
     Company  has a firm  commitment  to  purchase  a minimum  amount of product
     totaling  approximately  $528,000 in the fiscal  year ended June 30,  2002.
     However, the contract includes an exit provision,  whereby the maximum cost
     to the Company of  termination  of the  agreement is  $332,000.  During the
     period ended June 30, 2001, the Company recognized approximately $1,709,000
     of expenses  and losses  relating  to the closing and sale of property  and
     equipment of the Ampro facility and $1,151,000 for termination  benefits to
     be paid to all 60  employees  involved  with  the  facility.  Approximately
     $313,000 of severance payments as a result of the restructuring were unpaid
     as of September 30, 2001. All payments are expected to be completed by June
     30, 2002. No adjustments were made to the liability  recorded for severance
     payments during the three months ended September 30, 2001.

7.   In June 2001, the FASB finalized SFAS No. 141, Business  Combinations,  and
     SFAS No. 142, Goodwill and Other Intangible  Assets.  SFAS No. 141 requires
     the use of the purchase  method of accounting  and prohibits the use of the
     pooling-of-interest   method  of  accounting   for  business   combinations
     initiated  after June 30, 2001. SFAS No. 141 also requires that the Company
     recognize  acquired  intangible  assets apart from goodwill if the acquired
     intangible  assets  meet  certain  criteria.  SFAS No.  141  applies to all
     business  combinations  initiated  after  June 30,  2001  and for  purchase
     business combinations completed on or after July 1, 2001. It also requires,
     upon  adoption of SFAS No. 142,  that the Company  reclassify  the carrying
     amounts of goodwill  and other  intangible  assets based on the criteria of
     SFAS No. 141.


                                                                               8
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                      Notes to Consolidated Financial Statements


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


     SFAS No.  142  requires,  among  other  things,  that  companies  no longer
     amortize  goodwill,  but instead  test  goodwill  for  impairment  at least
     annually.  In  addition,  SFAS No. 142 requires  that the Company  identify
     reporting units for the purpose of assessing  potential future  impairments
     of  goodwill,  reassess  the  useful  lives  of other  existing  recognized
     intangible  assets,  and cease  amortization  of intangible  assets with an
     indefinite  useful life. An intangible asset with an indefinite useful life
     should be tested for  impairment in accordance  with the guidelines in SFAS
     No. 142.  SFAS No. 142 is required to be applied in fiscal years  beginning
     after  December  15,  2001 to all  goodwill  and  other  intangible  assets
     recognized  at that date,  regardless  of when those assets were  initially
     recognized.  SFAS No.  142  requires  the  Company  to  complete a two-step
     transitional  goodwill impairment test, with the first step to be completed
     within six months of the date of adoption. The first step, used to identify
     potential impairment,  compares the fair value of a reporting unit with its
     carrying  value.  If it is  determined  that the carrying  value of the net
     assets of the reporting unit (including goodwill) exceeds the fair value of
     that reporting unit, the second step must be performed as soon as possible,
     but no later than the end of the year of initial  adoption,  to measure the
     amount of the  impairment  loss, if any. An impairment  loss resulting from
     the transitional  goodwill impairment test is recognized as the effect of a
     change in accounting principle.

     The Company  has elected to adopt SFAS No. 141 and SFAS No. 142,  effective
     July 1, 2001.  The adoption of SFAS No. 141 had no effect on the  Company's
     financial  statements for the three months ended  September 30, 2001 as the
     Company  engaged in no business  acquisitions  during this period and there
     were no reclassifications between goodwill and other intangible assets. The
     Company is currently in the process of performing  step one of the SFAS No.
     142 transitional  goodwill  impairment test that will be completed no later
     than December 31, 2001.  Should it be determined that the carrying value of
     any  reporting  unit  exceeds its fair value,  step two of the test will be
     completed to measure the impairment  loss, with the loss, if any,  recorded
     no later than June 30, 2002.  During the three months ended  September  30,
     2001,  the Company  completed a  reassessment  of the useful lives of other
     intangible  assets which total $6,311,000 (net of accumulated  amortization
     of $2,364,000) at September 30, 2001. As a result, no adjustments were made
     to  previously   determined   amortization  periods.  The  Company  has  no
     intangible assets with indefinite useful lives at September 30, 2001.

     The Company's  previous business  combinations were accounted for using the
     purchase  method.  As a  result  of  such  combinations,  the  Company  has
     recognized a significant amount of goodwill,  which, in the aggregate,  was
     approximately  $59,632,000,  net of accumulated amortization,  at September
     30, 2001.  Amortization  expense for all intangible assets during the three
     months  ended  September  30,  2001  and 2000 was  $194,000  and  $893,000,
     respectively.   Estimated   amortization  expense  for  each  of  the  five
     succeeding fiscal years is as follows:

          Year Ended June 30,
          ---------------------------------------------------------
          2002                                           $  926,000
          2003 - 2006                                    $  976,000


                                                                               9
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                      Notes to Consolidated Financial Statements


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


     The following  represents a reconciliation  of the reported net loss to the
     adjusted net loss and the adjusted net loss before  extraordinary  gain for
     the  three  months  ended  September  30,  2000,   which  exclude  goodwill
     amortization expense, net of tax benefit:

          Reported Net Loss                                        $(2,751,000)
          Goodwill amortization, net of tax benefit of $349,000        367,000
          ---------------------------------------------------------------------
          Adjusted Net Loss                                         (2,384,000)
          Extraordinary gain                                             4,000
          ---------------------------------------------------------------------
          Adjusted Net Loss Before Extraordinary Gain              $(2,388,000)
          ---------------------------------------------------------------------

          Per Share Amounts:
          Reported Net Loss                                        $      (.15)
          Goodwill amortization, net of tax benefit                        .02
          ---------------------------------------------------------------------
          Adjusted Net Loss                                               (.13)
          Extraordinary gain                                                --
          ---------------------------------------------------------------------
          Adjusted Net Loss Before Extraordinary Gain              $      (.13)
          =====================================================================

     Goodwill   associated   with  the  purchase  of  Ampro  was   approximately
     $17,078,000,  net of  accumulated  amortization,  at September 30, 2001. As
     disclosed at June 30, 2001,  the Company  restructured  the  operations  of
     Ampro during the year ended June 30, 2001. This restructuring  included the
     closing and sale of the Ampro facility in Michigan.  The Company  currently
     continues  to  sell  Ampro  products,   through  a  contract  manufacturing
     agreement,   being   manufactured  at  the  former  Ampro  facility.   This
     restructuring  is currently being  considered by the Company in conjunction
     with the transitional  goodwill  impairment test being completed.  Should a
     related  impairment  loss  exist,  it will be  recorded  at such time it is
     determined.

8.   In the normal  course of business,  the Company is subject to  proceedings,
     lawsuits, and other claims, including proceedings under laws and government
     regulations  related to product safety and other matters.  Such matters are
     subject  to many  uncertainties,  and  outcomes  are not  predictable  with
     assurance.  Consequently,  the  ultimate  amount of monetary  liability  or
     financial  impact with respect to these  matters at June 30, 2001 cannot be
     ascertained.

     During fiscal 2001, the U.S.  Consumer Product Safety  Commission  ("CPSC")
     began  an  investigation  into  a  product  previously  distributed  by the
     Company's Weed Wizard  subsidiary.  This  investigation  could result in an
     adverse  outcome  for the  Company.  While  the  amount  of loss  cannot be
     reasonably  estimated at this time, the approximate  maximum potential loss
     is $1.6 million. The Company has vigorously defended,  and will continue to
     vigorously  defend,  its actions  with respect to this  subsidiary  and its
     discontinued product.

     In fiscal 2001,  the Company  commenced an action  against  A.A.B.B.,  Inc.
     (formerly known as Weed Wizard, Inc.) and certain stockholders and officers
     relating to the purchase from the  defendants of  substantially  all of the
     assets of Weed  Wizard,  Inc.  by the  Company.  The  Company is seeking to
     rescind the transaction or to recover monetary damages.  A.A.B.B., Inc. has
     asserted a  counterclaim  for breach of  contract  against  the Company for
     $720,000, plus interest, representing an alleged adjustment to the purchase
     price.


                                                                              10
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                      Notes to Consolidated Financial Statements


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


     During the three months ended  September 30, 2001, the Company was notified
     by the staff of the CPSC that a cap on one of the  products  sold  prior to
     June 30,  2000,  was  found  to be  defective.  The  Company  is  currently
     evaluating this  information and the  implications of accepting a voluntary
     corrective action to rectify this matter.


                                                                              11
<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 Company's growth strategy, customer concentration, outstanding indebtedness,
dependence on weather conditions, seasonality, expansion and other activities of
competitors,  ability to successfully  integrate acquired companies and products
lines,  changes in federal or state environmental laws and the administration of
such laws,  protection of trademarks and other proprietary  rights,  litigation,
and the  general  condition  of the  economy  and its  effect on the  securities
markets  and other  risks  detailed  in the  Company's  other  filings  with the
Securities and Exchange Commission. 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.

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,  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  eleven  acquisitions of
complementary  lawn and garden  companies  and  product  lines for an  aggregate
consideration   of   approximately   $111,000,000  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
$59,632,000, net of accumulated amortization, at June 30, 2001 and September 30,
2001.

Results of Operations

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

<TABLE>
<CAPTION>
                                                                   September 30,
                                                                 2001          2000
                                                                ------        ------
<S>                                                             <C>           <C>
Net sales                                                       100.0%        100.0%
Cost of sales                                                    59.7          66.6
                                                                --------------------
Gross profit                                                     40.3          33.4
Selling and shipping expenses                                    29.5          27.2
General and administrative expenses                              15.7          13.1
Depreciation and amortization                                     2.8           8.8
                                                                --------------------
Loss from operations                                             (7.7)        (15.7)
Interest expense, net                                           (13.0)        (12.2)
Income tax benefit                                                 --          13.6
                                                                --------------------
Loss from continuing operations before extraordinary item       (20.7)        (14.3)
Loss from discontinued operations                                  --          (6.7)
                                                                --------------------
Loss before extraordinary gain                                  (20.7)        (21.0)
                                                                --------------------
Extraordinary item                                                 --            --
                                                                --------------------
Net loss                                                        (20.7%)       (21.0%)
</TABLE>


                                                                              12
<PAGE>


Three Months Ended  September 30, 2001 Compared to Three Months Ended  September
30, 2000

Net sales. Net sales increased by $539,000,  or 4.1%, to $13,650,000  during the
three months ended  September 30, 2001 from  $13,111,000  during the  comparable
period  in 2000.  The  increase  in net sales was a result of growth in sales of
core  products  to home  center  customers  who in the prior year were  reducing
inventory levels.

Gross profit. Gross profit increased by $1,116,000,  or 25.5%, to $5,496,000 for
the three months ended September 30, 2001 from $4,380,000  during the comparable
period in 2000.  Gross  profit as a percentage  of net sales  increased to 40.3%
during  the three  months  ended  September  30,  2001,  from  33.4%  during the
comparable  period in 2000. This increase in gross profit as a percentage of net
sales is due to a decrease in cost of sales as a result of the restructuring and
close  of  the  Bradley,  Michigan  facility,  and a  focus  on  reducing  costs
throughout the Company.

Selling and  shipping  expenses.  Selling and  shipping  expenses  increased  by
$463,000,  or 13.0% to  $4,030,000  during the three months ended  September 30,
2001 from  $3,567,000  during the comparable  period in 2000. As a percentage of
net sales,  selling and  shipping  expenses  increased to 29.5% during the three
months ended September 30, 2001 from 27.2% during the comparable period in 2000.
This  increase in expense and  increase as a percent of net sales was  primarily
attributable  to  increases  in  net  sales  and  the  accrual  for  cooperative
advertising for the three months ended September 30, 2001.

General  and  administrative  expenses.   General  and  administrative  expenses
increased  by $429,000 or 25.0%,  to  $2,142,000  during the three  months ended
September 30, 2001 from  $1,713,000  during the comparable  period in 2000. This
increase is primarily  due to the  allocation of certain costs in the prior year
to  the   discontinued   startup   operations   of  Egarden.   All  general  and
administrative  costs  during the three  months  ended  September  30, 2001 were
charged to  continuing  operations.  As a percentage  of net sales,  general and
administrative  expenses  increased  to 15.7%  during  the  three  months  ended
September 30, 2001 from 13.1% during the comparable period in 2000.

Depreciation and amortization.  Depreciation and amortization expenses decreased
by $777,000 or 67.3% to $378,000  during the three  months ended  September  30,
2001 from  $1,155,000  during the  comparable  period in 2000.  This decrease is
primarily  a  result  of the  adoption  of SFAS No.  142,  "Goodwill  and  Other
Intangible  Assets"  ("SFAS 142") in July 2001.  SFAS 142 requires,  among other
things,  that companies no longer amortize  goodwill,  but instead test goodwill
for impairment at least annually.  Goodwill amortization was also reduced due to
the write off of Weed Wizard  goodwill at June 30, 2001.  As a percentage of net
sales, depreciation and amortization expenses decreased to 2.8% during the three
months ended September 30, 2001 from 8.8% during the comparable period in 2000.

Loss from operations.  Loss from operations  decreased by $1,001,000 or 48.7% to
$1,054,000  during the three months ended  September 30, 2001,  from  $2,055,000
during the comparable  period in 2000. The decrease in loss from  operations was
primarily due to increased gross profit noted above.  Total  operating  expenses
for the three months ended  September 30, 2001 are consistent with such expenses
for the  comparable  period in 2000.  As a  percentage  of net sales,  loss from
operations  decreased to 7.7% for the three months ended September 30, 2001 from
15.7% during the comparable period in 2000.

Interest  expense.  Net  interest  expense  increased  $171,000,   or  10.7%  to
$1,767,000  during the three months ended  September 30, 2001,  from  $1,596,000
during the  comparable  period in 2000.  The  increase  in  interest  expense is
primarily  related to an increase in the interest rate under the Working Capital
Facility,  and higher  borrowing  levels in the three months ended September 30,
2001.


                                                                              13
<PAGE>


Income taxes.  Income tax benefit  decreased to $0 during the three months ended
September 30, 2001 from  $1,779,000  during the  comparable  period in 2000. The
income tax benefit for each interim period is based upon the Company's estimated
effective  income tax rate for the year.  No income tax benefit was recorded for
the  three  months  ended  September  30,  2001,  due to a  valuation  allowance
established for the full amount of the deferred tax asset  generated  during the
three months ended September 30, 2001.

Discontinued Operations. Loss from discontinued operations decreased by $883,000
to $0 during the three months ended  September  30,  2001,  from the  comparable
period in 2000. The decrease in loss from discontinued  operations is due to the
Company's  decision to discontinue  the operations of Egarden,  Inc.  during the
quarter ended June 30, 2001.

Net loss.  Net loss  increased by $70,000 to $2,821,000  during the three months
ended  September  30, 2001 from a net loss of $2,751,000  during the  comparable
period in 2000.  Net loss per common share  increased to $0.16 per share for the
three  months ended  September  30, 2001 from net loss of $0.15 per share during
the comparable  period in 2000. The increase in net loss and net loss per common
share is due primarily to not  reflecting a tax benefit in 2001,  largely offset
by the reduced  loss from  continuing  operations  due to the factors  discussed
above and not having a loss related to the discontinued  operations.  There were
fewer weighted average common and common  equivalent  shares  outstanding in the
three months ended  September 30, 2001 compared to the comparable  period in the
prior year due to the Company's repurchase of shares of its common stock.

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.  Additionally, since
the Company has better  adjusted its  operations to respond to the  just-in-time
inventory management programs increasingly  utilized by its major customers,  it
expects to ship an  increasingly  larger  proportion  of its total  orders on an
annual basis in the seasonally strong fourth quarter of the year.

Sales of the Company's agricultural products, which were not material during the
three months ended  September 30, 2001, are also seasonal.  Most shipments occur
during the agricultural cultivation period from March through October.

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,  2001,  the  Company  had  consolidated  cash and  short-term
investments totaling $2,689,000,  and working capital of $2,394,000. At June 30,
2001,  the Company had  consolidated  cash and short-term  investments  totaling
$2,724,000,  and working capital of $4,886,000.  The decrease in working capital
is  primarily  attributable  to the  seasonal  decrease in accounts  receivable,
partly offset by reduced line-of-credit borrowings.

On October 13, 1998,  the Company  entered into a credit  agreement (the "Credit
Agreement")  with Bank of  America,  N.A.  (the  "Bank").  The Credit  Agreement
originally  provided  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").  The Credit
Agreement  originally provided that borrowings under such credit facilities will
bear  interest  at variable  annual  rates equal to the higher of 0.5% above the
then current  Federal Funds Rate or the Prime Rate of Bank of America,  N.A., in
each case, plus an applicable marginal rate.


                                                                              14
<PAGE>


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.
At  September  30,  2001,  the Company  was in  violation  of certain  financial
covenants.  The Working  Capital  Facility has been extended and will  terminate
with the balances due on November 30, 2001.

During the three  months  ended  September  30,  2001,  the  Company  received a
commitment from a bank to provide up to $33,000,000 in senior secured  financing
due three years from the closing date. The financing  commitment  provides for a
$31,000,000  revolving  credit facility and a $2,000,000 term loan.  Interest on
borrowings  will be  calculated  at  variable  annual  rates based on either the
bank's prime rate plus an applicable  marginal rate or the bank's fully absorbed
Eurodollar  rate plus an applicable  marginal rate.  Available  borrowing on the
revolving credit facility will be limited based on eligible borrowing bases. The
bank will have first priority  perfected  security interest in substantially all
of the  Company's  assets.  The  Company  will be subject  to  certain  fees and
restrictions in conjunction with the financing.  As part of the commitment,  the
Company is required to obtain an additional  $2,250,000 in subordinated  debt on
or before the closing date.

During the three months ended  September  30, 2001,  the Company also received a
commitment  to receive up to $6,250,000  of  subordinated  secured notes due six
years from the closing  date.  Interest  will be charged on the notes at 16% and
14% per annum, payable quarterly. The issue price of the notes will be 91.25% of
the face amount of the notes.  The notes will be secured by a second lien on all
assets  of the  Company  and will  rank  junior to the  senior  financing  to be
provided  by the bank.  The  investors  shall  purchase,  for a  nominal  price,
detachable  warrants to purchase  between  3.45% and 3.75% of the fully  diluted
equity of the Company and between  3.45% and 3.75% of the  Company's  Cumulative
Trust Preferred Securities with the exact amount to be determined at the closing
of the  subordinated  secured notes. The Company will be subject to certain fees
and restrictions in conjunction with the notes.

As discussed  above,  the Company is currently in  discussions  to refinance the
expiring  Credit  Agreement.  There  can  be no  assurances  that  a new  credit
agreement will be executed on terms equal to or more favorable than the expiring
Credit  Agreement,  or that a new agreement can be completed at all. The Company
would be adversely  affected if it were unable to secure a new credit  agreement
before the  expiration of the expiring  Credit  Agreement.  Since the Company is
currently in discussion  regarding a new credit facility,  it has classified all
bank debt associated with the expiring Credit Agreement as a current liability.

New Accounting Pronouncements

In  September  2000,  the Emerging  Issues Task Force  (EITF)  issued EITF Issue
00-25,  Vendor Income  Statement  Characterization  of  Consideration  Paid to a
Reseller of the Vendors Products, which requires certain cooperative advertising
charges to be classified  as a reduction of revenue.  This guidance is effective
for fiscal periods beginning after December 15, 2001. Currently,  the Company is
assessing but has not yet adopted EITF 00-25.

In August 2001, the Financial Accounting Standards Board finalized SFAS No. 144,
Accounting  for the  Impairment or Disposal of Long-Lived  Assets.  SFAS No. 144
addresses  accounting and reporting for the impairment or disposal of long-lived
assets,  including  the  disposal  of a segment  of  business.  SFAS No.  144 is
effective  for fiscal years  beginning  after  December  15,  2001,  and interim
periods within those fiscal years. We are currently reviewing the impact of SFAS
No. 144 on the Company.


                                                                              15
<PAGE>


In June 2001, the FASB finalized SFAS No. 141, Business  Combinations,  and SFAS
No. 142, Goodwill and Other Intangible Assets.  SFAS No. 141 requires the use of
the   purchase   method   of   accounting   and   prohibits   the   use  of  the
pooling-of-interest  method of accounting  for business  combinations  initiated
after June 30,  2001.  SFAS No. 141 also  requires  that the  Company  recognize
acquired intangible assets apart from goodwill if the acquired intangible assets
meet  certain  criteria.  SFAS No.  141  applies  to all  business  combinations
initiated after June 30, 2001 and for purchase business  combinations  completed
on or after July 1, 2001. It also requires,  upon adoption of SFAS No. 142, that
the Company  reclassify the carrying  amounts of intangible  assets and goodwill
based on the criteria of SFAS No. 141.

SFAS No. 142 requires,  among other things,  that  companies no longer  amortize
goodwill,  but instead  test  goodwill  for  impairment  at least  annually.  In
addition,  SFAS No. 142 requires that the Company  identify  reporting units for
the purpose of assessing potential future impairments of goodwill,  reassess the
useful  lives  of  other  existing  recognized   intangible  assets,  and  cease
amortization of intangible  assets with an indefinite useful life. An intangible
asset  with an  indefinite  useful  life  should be  tested  for  impairment  in
accordance  with the  guidance in SFAS NO.  142.  SFAS No. 142 is required to be
applied in fiscal years  beginning  after  December 15, 2001 to all goodwill and
other intangible assets recognized at that date, regardless of when those assets
were  initially  recognized.  SFAS No. 142  requires  the  Company to complete a
transitional goodwill impairment test six months from the date of adoption.  The
Company is also required to reassess the useful lives of other intangible assets
within the first interim quarter after adoption of SFAS No. 142. The Company has
elected to adopt SFAS No. 141 and SFAS No. 142, effective July 1, 2001. See Note
7 to the Consolidated 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 is exposed
to the risk of rising interest rates.  The following table provides  information
on the Company's fixed maturity debt as of September 30, 2001 that are sensitive
to changes in interest rates.

The Acquisition Line of Credit had an                          $10.9 million
interest rate ranging from 9.62% to 10.12%
for the three months ended September 30, 2001

The Working Capital Line of Credit had an                      $ 4.9 million
interest rate ranging from 9.87% to 10.12% for
the three months ended September 30, 2001.


                                                                              16
<PAGE>


17 PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     In July 2000, our subsidiary, Weed Wizard Acquisition Corp. ("Weed Wizard")
     commenced  an action  in the U.S.  District  Court,  Northern  District  of
     Georgia,  against A.A.B.B.,  Inc. (formerly known as Weed Wizard, Inc.) and
     certain of its stockholders and officers. In this action we allege that the
     defendants made certain  misrepresentations and omitted to disclose certain
     facts regarding, among other things, alleged defects in certain of the Weed
     Wizard  products in connection with our purchase from defendants in 1998 of
     substantially  all of the assets of Weed  Wizard,  Inc.  We are  seeking to
     rescind the transaction,  or in the alternative,  to recover  rescissionary
     monetary damages, and to recover compensatory  damages. In addition, we are
     seeking punitive damages.

     In  October  2000  A.A.B.B.,  Inc.  asserted a  counterclaim  for breach of
     contract  against  Weed  Wizard  alleging  that it is owed  $720,267,  plus
     interest,  representing  an  adjustment  to the  purchase  price  allegedly
     required to be made pursuant to the agreement in which Weed Wizard acquired
     certain A.A.B.B.,  Inc.'s assets. A.A.B.B., Inc. is also seeking to recover
     attorney's   fees.  We  deny  any  liability  and  intend  to  defend  this
     counterclaim.

     In fiscal 2001, we were notified by the staff of the U.S.  Consumer Product
     Safety Commission ("CPSC") that the staff is considering  recommending that
     the CSPC  commence an action  against Weed Wizard to obtain a monetary fine
     from Weed Wizard for the alleged  failure of Weed Wizard to timely disclose
     to the CPSC, pursuant to the Consumer Products Safety Act, certain required
     information  concerning  Weed Wizard product  previously  distributed by us
     that was the subject of a voluntary  recall  during fiscal 2000. We believe
     that the  maximum  amount of any claim that may be brought by the CSPC will
     not  exceed  approximately  $1.6  million.  We intend  to defend  any claim
     against Weed Wizard or us that may be brought by the CSPC.

Item 6. Exhibits and Reports on Form 8-K


(a)  Exhibits -- 10.1 Eighth  Amendment  dated  September 26, 2001 to the Credit
     Agreement  dated October 13, 1998 between U. S. Home & Garden Inc. and Bank
     of America, N.A.

(b)  No reports on Form 8-K were filed during the quarter  ended  September  30,
     2001.

                                   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.


November 14, 2001
                                        U.S. Home & Garden Inc.
                                             (Registrant)


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


                                        By:  /s/ Richard Kurz
                                             ----------------------------------
                                             Chief Financial Officer


                                                                              17