SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-K/A

(Mark  One)

[x]     Annual Report pursuant to section 13 or 15(d) of the Securities Exchange
Act  of  1934  for  the  fiscal  year  ended  June  30,  2000.

[  ]     Transition  Report  pursuant  to  section 13 or 15(d) of the Securities
Exchange  Act  of  1934  for  the  transition  period  from  ___  to  ____.

                         Commission file number 0-26265

                                Garden.com, Inc.
                       -----------------------------------
             (Exact name of Registrant as Specified in Its Charter)

             Delaware                                74-2765381
-----------------------------------      -----------------------------------
(State  or  Other  Jurisdiction  of     (IRS  Employer  Identification  No.)
 Incorporation  or  Organization)

     3301  Steck  Avenue,  Austin,  TX                 78757
     ---------------------------------                 -----
(Address  of  principal  executive  offices)         (Zip  Code)

        Registrant's telephone number, including area code:  512-532-4000
                                                           --------------

      Securities registered pursuant to Section 12(b) of the Exchange Act:

                                             Name  of  each  exchange  on
Title  of  each  class                       which  registered
     NA                                                NA
     --                                                --

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                     Common Stock, Par Value $.01 Per Share
                ------------------------------------------------
                                (Title of class)

     Indicate  by  check  mark  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
                                                     --    --

     Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K  is  not  contained  herein,  and  will  not  be  contained,  to the best of
Registrant's  knowledge,  in  definitive  proxy  or  information  statements

<PAGE>
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  [  ]

     Aggregate  market  value  of  the  Registrant's  common  stock  held  by
nonaffiliates  as of August 31, 2000:  $17,346,542.  Shares of common stock held
by  any  executive  officer  or  director  of  the Registrant and any person who
beneficially owns 10% or more of the outstanding common stock have been excluded
from this computation because such persons may be deemed to be affiliates.  This
determination  of  affiliate  status is not a conclusive determination for other
purposes.

     Number  of shares of the Registrant's common stock outstanding as of August
31,  2000:  17,739,845.

DOCUMENTS  INCORPORATED  BY  REFERENCE

     None.

                                        2
<PAGE>
     Garden.com,  Inc. (the "Company") is amending Part III of its Annual Report
on  Form 10-K for the year ended June 30, 2000, as filed with the Securities and
Exchange  Commission  on  October 13, 2000 (the "Annual Report"), to include the
information  required  by  the items of Part III.  Accordingly, Items 10, 11, 12
and  13 of Part III of the Annual Report are hereby amended in their entirety as
follows:


                                        3

<PAGE>

                                    PART III
                                    --------

ITEM  10.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

DIRECTORS

     The  Board  of  Directors of the Corporation is divided into three classes,
with  the  term  of  office  of  each  class  ending  in  successive  years.
<TABLE>
<CAPTION>

                                                                                                   DIRECTOR
NAME, PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS                              AGE   SINCE
--------------------------------------------------------------------------------------------  ---  --------
<S>                                                                                           <C>  <C>
CLASS OF 2000:

GERALD R. GALLAGHER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   59      1997

Mr. Gallagher has served as a general partner of Oak Investment Partners, a venture
capital investment firm, since 1987.

LISA W.A. SHARPLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34      1995

Ms. Sharples is a founder of the Corporation and has served as its Chief Merchandising
and Marketing Officer since August 1998 and served as its Vice President of Marketing
from December 1995 to August 1998.  Prior to founding the Corporation, she served as
Director of Marketing for pcOrder.com, Inc., an online computer merchant, from May
1995 to August 1995.  From October 1993 to May 1995, Ms. Sharples was employed at
Silicon Graphics, Inc., a computer workstation company, as a marketing manager for the
Channel Development Group.  Ms. Sharples is the wife of Clifford A. Sharples.

CLASS OF 2001:

STEVEN J. DIETZ. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37      1998

Mr. Dietz is a principal of Global Retail Partners, L.P., a venture capital investment firm,
which he joined when it was established in 1996.  Prior to 1996, Mr. Dietz was an officer
in the investment banking division of the Donaldson, Lufkin & Jenrette Securities
Corporation focusing on the retail industry.

JAMES N. O'NEILL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   38      1995

Mr. O'Neill is a founder of the Corporation and has served as its Chief Operating Officer
since April 1998, and served as its Vice President of Operations and Chief Financial
Officer from December 1995 to August 1998.  Prior to founding the Corporation,
Mr. O'Neill was employed as a marketing manager by Trilogy Software, Inc., an
enterprise software company, from May 1995 to August 1995.  From June 1993 to May
1995, Mr. O'Neill served as an internal consultant for top management at W.W. Grainger,
Inc., a nationwide distributor of maintenance, repair and operations products.

JOHN D. THORNTON . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35      1995

Mr. Thornton is a general partner of Austin Ventures, a venture capital investment firm,
which he joined in 1991.  Mr. Thornton currently serves on the Board of Directors of
Vignette Corporation, Metasolv Software, Inc. and Mission Critical Software, Inc., which
are all independent computer software companies.


                                        4
<PAGE>

CLASS OF 2002:

CLIFFORD A. SHARPLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36      1995

Mr. Sharples is a founder of the Corporation and has served as Chief Executive Officer
and President of the Corporation since December 1995.  Prior to founding the
Corporation, he served as Director of Business Development for pcOrder.com, Inc., an
online computer merchant, from May 1995 to August 1995.  From December 1994 to
April 1995, Mr. Sharples worked as a consultant at Enterprise Integration Technologies, a
research and development company specializing in electronic commerce over the
Internet.  Mr. Sharples is the husband of Lisa W.A. Sharples.

DOUGLAS R. STERN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   51      1997

Mr. Stern has served as President and Chief Executive Officer of Scripps Ventures, the
venture capital operations of The E.W. Scripps Company, since June 1996.  Mr. Stern has
also served as President and Chief Executive Officer of United Media, a licensing and
newspaper syndication company that is wholly owned by The E.W. Scripps Company,
since August 1993.
</TABLE>

EXECUTIVE  OFFICERS

     The  following  table  sets  forth  the  name,  age,  current  position and
principal  occupation and employment during the past five years of the executive
officers  of  the  Corporation  who  are  not  directors:

                                        5
<PAGE>
<TABLE>
<CAPTION>
NAME                 AGE          CURRENT POSITION                              OTHER POSITIONS
-------------------  ---  ---------------------------------  ------------------------------------------------------
<S>                  <C>  <C>                                <C>
Andrew R. Martin. .   37  Chief Technology Officer since     Prior to joining the Corporation in January 1996,
                          March 1996.                        from April 1994 to December 1995, Dr. Martin was
                                                             a chief programmer in the DCE Client/Server
                                                             division of Trilogy Software, Inc., an enterprise
                                                             software company.

Douglas A. Jimerson   48  Vice President of Publishing and   Prior to April 1996, Mr. Jimerson worked for over
                          Editor-in-Chief since April 1996.  19 years with Meredith Corporation, most recently as
                                                             Editor-in-Chief of Home Garden, a national
                                                             gardening publication, and prior to Home Garden, as
                                                             Executive Garden Editor of Better Homes and
                                                             Gardens from 1977 to 1995.

Joel P. Toner . . .   42  Vice President of Business         Prior to joining the Corporation, from 1988 to
                          Development since September 1999.  September 1999, Mr. Toner served as Group
                                                             Publisher of Primedia Inc., a publishing company.

Jana D. Wilson. . .   35  Chief Financial Officer of the     Ms. Wilson served as the Corporation's Controller
                          Corporation since August 1998.     from February 1998 to August 1998.  Prior to
                                                             joining the Corporation, from March 1994 to
                                                             December 1997, Ms. Wilson served as Controller of
                                                             Gadzooks, Inc., a specialty retailer of casual apparel
                                                             for teenagers.


                                        6
<PAGE>

Bradley J. Clark. .   35  Vice President of Enterprise       Mr. Clark served as the Corporation's Supply Chain
                          Development since February 1999.   Manager from September 1998 to February 1999.
                                                             Prior to joining the Corporation, from February 1998
                                                             to September 1998, Mr. Clark served as Pre-Sales
                                                             Software Consultant to i2 Technologies, a consultant
                                                             to electronic businesses.  From August 1996 to
                                                             February 1998, Mr. Clark served as Consulting
                                                             Manager to Trilogy Software, Inc., an enterprise
                                                             software company.  Mr. Clark served as Software
                                                             Consultant to Cap Gemini Sogeti, an enterprise
                                                             software company, from June 1993 to August 1996.

Dionn M. Schaffner.   29  Vice President of Marketing since  Prior to joining the Corporation, Ms. Shaffner served
                          February 1999.                     as Director of Operations for Comlink Information
                                                             Systems, Inc., a business management software
                                                             development company, from September 1997 to February
                                                             1999. From August 1996 to September 1997, Ms. Shaffner
                                                             served as a Senior Consultant of Deloitte & Touche
                                                             Consulting Group.
</TABLE>

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section  16(a)  of  the  Securities  Exchange  Act of 1934, as amended (the
"Exchange  Act"),  requires  the Corporation's directors and executive officers,
and  persons  who  own  more than 10% of a registered class of the Corporation's
equity  securities,  to  file  with  the Securities and Exchange Commission (the
"Commission")  initial  reports of beneficial ownership on Form 3 and reports of
changes in beneficial ownership of the Corporation's equity securities on Form 4
or  5.  The  rules  promulgated  by  the  Commission  under section 16(a) of the
Exchange Act require those persons to furnish the Corporation with copies of all
reports  filed with the Commission pursuant to section 16(a).  Based solely upon
a  review  of  such  forms  actually  furnished  to the Corporation, and written
representations of certain of the Corporation's directors and executive officers
that  no  forms were required to be filed, all directors, executive officers and
10%  stockholders  have  filed with the Commission on a timely basis all reports
required  to  be filed under section 16(a) of the Exchange Act, except Mr. Toner
reported on a June 2000 Form 5 report a purchase that occurred in September 1999
and Mr. Martin reported on a June 2000 Form 5 report stock option exercises that
occurred  in  October  1999,  December  1999  and  January  2000.

ITEM  11.     EXECUTIVE  COMPENSATION

SUMMARY  COMPENSATION  INFORMATION.  The  following  table  sets  forth  certain
information  for  the  years  indicated  below  concerning compensation paid to,
earned  by  or awarded to the Corporation's Chief Executive Officer and the four
other  most  highly  compensated  executive  officers  in  fiscal  year  2000
(collectively,  the  "named  executive  officers").


                                        7
<PAGE>
                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>


                                                               ANNUAL             LONG-TERM
                                                            COMPENSATION        COMPENSATION
                                                        ----------------------  ------------
                                                                                SECURITIES
                                                                                UNDERLYING       ALL OTHER
NAME AND PRINCIPAL POSITION                FISCAL YEAR  SALARY ($)  BONUS ($)   OPTIONS (#)  COMPENSATION ($)
-----------------------------------------  -----------  ----------  ----------  -----------  -----------------
<S>                                        <C>          <C>         <C>         <C>          <C>
Clifford A. Sharples. . . . . . . . . . .         2000     130,100      --              250             --
   Chief Executive Officer and President          1999     113,670      --           68,200             --

James N. O'Neill. . . . . . . . . . . . .         2000     130,100      --              250             --
   Chief Operating Officer                        1999     113,670      --           68,200             --

Lisa W.A. Sharples. . . . . . . . . . . .         2000     130,100      --              250             --
   Chief Merchandising and                        1999     113,670      --           68,200         12,432 (2)
   Marketing Officer

Andrew R. Martin. . . . . . . . . . . . .         2000     182,600      --           25,250        156,110 (3)
   Chief Technology Officer                       1999     143,000      --           40,200         68,150 (3)

Joel P. Toner . . . . . . . . . . . . . .         2000     143,857  60,000 (1)          250             --
   Vice President of Business Development

<FN>

(1)     Represents  compensation  received  as  a  signing  bonus.
(2)     Represents  payments  for  tax  preparation.
(3)     Represents  compensation  upon  the  exercise  of  a  nonstatutory  stock  option.

</TABLE>

OPTION GRANTS.  The following table provides certain information regarding stock
options  granted  to  the  named  executive  officers  in  fiscal  year  2000.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>

                                          INDIVIDUAL GRANTS
                      --------------------------------------------------------   POTENTIAL REALIZABLE
                                       PERCENT OF                                  VALUE AT ASSUMED
                        NUMBER OF        TOTAL                                   ANNUAL RATES OF STOCK
                       SECURITIES     OPTIONS/SARS                                PRICE APPRECIATION
                       UNDERLYING     GRANTED TO   EXERCISE                      FOR OPTION TERM ($) (4)
                      OPTIONS/SARS   EMPLOYEES IN   PRICE        EXPIRATION      -----------------------
NAME                   GRANTED (#)   FISCAL YEAR    ($/SH)          DATE               5%          10%
--------------------  -------------  ------------  --------  ------------------   -----------  ----------
<S>                   <C>            <C>           <C>       <C>                  <C>          <C>
Clifford A. Sharples        250 (1)             *     12.38   December 20, 2009    $    1,946  $    4,933
James N. O'Neill            250 (1)             *     12.38   December 20, 2009         1,946       4,933
Lisa W.A. Sharples          250 (1)             *     12.38   December 20, 2009         1,946       4,933
Andrew R. Martin            250 (1)             *     12.38   December 20, 2009         1,946       4,933
                         25,000 (2)           2.2      6.81   February 15, 2010       107,069     271,335
Joel P. Toner               250 (1)             *     12.38   December 20, 2009         1,946       4,933
                         80,000 (3)           7.1     12.00  September 14, 2009       603,739   1,529,993

<FN>
*  Less  than  1%.

(1)     25%  of  the option vests on December 20, 2000 and an additional 2.083% vests monthly for the
36  months  thereafter.

(2)     20%  of  the  option  vests  on  February  15  of  each  year  from  2001  to  2005.

(3)     20%  of the option vests on September 14 of each year from 2000 to 2004.

(4)     The  dollar  amounts under these columns are the result of theoretical calculations at 5% and
10%  rates  set  by  the  Commission,  and  therefore  are  not  intended to forecast possible future
appreciation,  if  any,  in  the  Common  Stock.
</TABLE>


                                        8
<PAGE>
FISCAL YEAR-END OPTION VALUES.  The following table provides certain information
regarding  options  held  by  the  named  executive  officers  at June 30, 2000.

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>

                                                          NUMBER OF SECURITIES        VALUE OF UNEXERCISED
                                                               UNDERLYING                 IN-THE-MONEY
                                                         UNEXERCISED OPTIONS/SARS       OPTIONS/SARS AT
                                                          AT FISCAL YEAR-END (#)     FISCAL YEAR END ($)(2)
                                                          ----------------------     ----------------------
                      SHARES ACQUIRED        VALUE
NAME                  ON EXERCISE (#)   REALIZED ($)(1)  EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
--------------------  ---------------  ----------------  -------------------------  -------------------------
<S>                   <C>               <C>              <C>                        <C>
Clifford A. Sharples                --               --              27,528/70,842              39,292/67,867
James N. O'Neill                    --               --              27,560/70,890              39,362/67,971
Lisa W.A. Sharples                  --               --              27,528/70,842              39,292/67,867
Andrew R. Martin                26,120          275,693               8,000/88,850                  --/56,739
Joel P. Toner                       --               --                  --/80,250                      --/--

<FN>

(1)     Value  realized  is  equal  to the fair market value of the purchased shares on the date of exercise,
        less  the  exercise  price  paid  for  such  shares.
(2)     Calculated  based  on  closing  sale  price  of  $2.375  per  share  on  June  30,  2000.
</TABLE>

EMPLOYMENT  AGREEMENTS

     On  July  12,  1999,  the  Corporation  entered  into  separate  employment
agreements  with  Clifford A. Sharples, James N. O'Neill and Lisa W.A. Sharples.
Each  of these employment agreements has a term of three years and each provides
for  a base salary of $130,000 per year.  The employment agreements also provide
that  Messrs.  Sharples and O'Neill and Ms. Sharples are eligible to participate
in  a  cash  bonus  program and in any other employee benefit programs for which
other  senior  executives  of the Corporation are generally eligible.  Under the
employment  agreements,  the  Corporation  may terminate the executive officer's
employment  upon  the executive officer's death or disability or if the Board of
Directors  determines  that  termination  is in the Corporation's best interest.
Each  executive  officer  may resign at any time.  If the Corporation terminates
employment  without  cause,  or  if  there  is  a  constructive termination, the
executive  officer  is entitled to receive payment of his or her base salary and
to  continue  to  receive other employee benefits for 12 months from the date of
termination.  If  employment  is  terminated for any other reason, the executive
officer is not entitled to receive any base salary or other benefits for periods
after  the termination date.  If the Corporation experiences a change of control
at any time more than six months after the date of the employment agreement, all
options  held by Messrs. Sharples or O'Neill or by Ms. Sharples will immediately
vest.  Each of Clifford A. Sharples, James N. O'Neill and Lisa W.A. Sharples has
also  entered  into a nondisclosure agreement under which each executive officer
has  agreed  not  to  compete  with  the Corporation during employment and for a
period  of  two  years  following  termination  of  employment and has agreed to
maintain  the  confidentiality  of the Corporation's proprietary information and
trade  secrets.

     On March 1, 1996, the Corporation entered into an employment agreement with
Andrew  R.  Martin.  This employment agreement may be terminated by either party
for any reason with 30 days' prior written notice and provides for a base salary
of $100,000 per year.  The employment agreement also provides that Mr. Martin is
eligible  to  receive  an annual cash bonus of $20,000 and other benefits as are
generally  made  available  to  the  Corporation's  executive-level  employees.
Pursuant  to the employment agreement, Mr. Martin has agreed not to compete with
the  Corporation  during  employment  and  for  a  period of two years following
termination  of employment and has agreed to maintain the confidentiality of the
Corporation's  proprietary  information  and  trade  secrets.

                                        9
<PAGE>
     On September 14, 1999, the Corporation entered into an employment agreement
with  Joel P. Toner.  The employment agreement may be terminated by either party
for any reason with 30 days' prior written notice and provides for a base salary
of  $200,000 per year.  The employment agreement also provides that Mr. Toner is
eligible  to  receive  other  benefits  as  are  generally made available to the
Corporation's  employees.  Under  the  employment agreement, the Corporation may
terminate  Mr.  Toner's  employment  upon Mr. Toner's death or disability or for
cause.  Mr.  Toner  may  resign  at any time.  If the Corporation terminates Mr.
Toner's employment without cause, or if there is a constructive termination, Mr.
Toner  is  entitled  to  receive  payment  of his base salary and to continue to
receive  other  employee  benefits  for  up  to  six  months  from  the  date of
termination.  If employment is terminated for any other reason, Mr. Toner is not
entitled  to  receive  any  base  salary or other benefits for periods after the
termination  date.  If  the  Corporation  experiences a change of control at any
time  more  than  six  months  after  the  date of the employment agreement, all
options  held  by  Mr.  Toner will immediately vest.  Pursuant to the employment
agreement,  Mr.  Toner  has  agreed  not  to compete with the Corporation during
employment and for a period of two years following termination of employment and
has  agreed  to  maintain  the  confidentiality of the Corporation's proprietary
information  and  trade  secrets.

ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership  of  shares of Common Stock as of August 31, 2000 by (i) each director
and named executive officer (as defined above), (ii) all directors and executive
officers  as  a  group,  and  (iii)  each  person  or  other entity known by the
Corporation  to  beneficially own more than 5% of the outstanding Common Stock.

     The  Corporation has determined beneficial ownership in accordance with the
rules  of  the  Securities and Exchange Commission.  Unless otherwise indicated,
the  persons  and entities included in the table have sole voting and investment
power  with  respect  to  all  shares  beneficially  owned, subject to community
property  laws where applicable.  Shares of Common Stock subject to options that
are  either  currently  exercisable  or exercisable within 60 days of August 31,
2000  are  deemed  to  be outstanding and to be beneficially owned by the option
holder  for  the  purpose  of  computing  the percentage ownership of the option
holder.  However, these shares are not treated as outstanding for the purpose of
computing  the  percentage  ownership  of  any  other  person.

<TABLE>
<CAPTION>

                                                                  TOTAL NUMBER
                                                                    OF SHARES
                                                                   BENEFICIALLY  PERCENT
NAME OF BENEFICIAL OWNER                                              OWNED      OF CLASS
-----------------------------------------------------------------  ------------  --------
<S>                                                                <C>           <C>
Douglas J. Stern. . . . . . . . . . . . . . . . . . . . . . . . .     2,690,154      14.9
 Entities affiliated with The
 E.W. Scripps Company (1)

Steven J. Dietz . . . . . . . . . . . . . . . . . . . . . . . . .     1,600,998       9.0
 Entities affiliated with Global Retail
 Partners, L.P. (2)

John D. Thornton. . . . . . . . . . . . . . . . . . . . . . . . .     1,452,611       8.2
 Entities affiliated with Austin
 Ventures (3)

Gerald R. Gallagher . . . . . . . . . . . . . . . . . . . . . . .     1,127,127       6.3
 Entities affiliated with Oak Investment
 Partners (4)

Entities affiliated with Attractor LP (5) . . . . . . . . . . . .     1,194,682       6.7

BT&T Focus 4 Fund Public Limited
 Company and BT&T
 Telekommunikations Und
 Technologie AG (6) . . . . . . . . . . . . . . . . . . . . . . .     1,347,000       7.6


                                        10
<PAGE>
Entities affiliated with Patricof & Co.
 Ventures, Inc. (7) . . . . . . . . . . . . . . . . . . . . . . .       909,090       5.1

Pequot Capital Management, Inc. (8) . . . . . . . . . . . . . . .     1,261,277       7.1

Clifford A. Sharples (9). . . . . . . . . . . . . . . . . . . . .       309,964       1.7

James N. O'Neill (10) . . . . . . . . . . . . . . . . . . . . . .       300,546       1.7

Lisa W.A. Sharples (11) . . . . . . . . . . . . . . . . . . . . .       309,964       1.7

Andrew R. Martin (12) . . . . . . . . . . . . . . . . . . . . . .       207,406       1.2

Joel P. Toner (13). . . . . . . . . . . . . . . . . . . . . . . .        17,000         *

All directors and executive officers as a group (13 persons) (14)     8,118,330      44.2

<FN>

*     Represents  beneficial  ownership  of  less  than  1%.

(1)     Represents  (i)  1,990,854  shares  held  of  record  by  Scripps  Ventures, LLC,
including 275,862 shares issuable upon exercise of outstanding warrants, and (ii) 699,300
shares  held  of  record  by  Scripps  Howard  Broadcasting  Company  d/b/a Home & Garden
Television,  Inc.  Mr. Stern disclaims beneficial ownership of these shares.  The address
for  Mr.  Stern  and  each  of  these  entities is 200 Madison Avenue, New York, New York
10016.

(2)     Represents  (i)  1,025,834 shares held of record by Global Retail Partners, L.P.,
(ii)  306,677  shares  held  of  record  by DLJ Diversified Partners, L.P., (iii) 113,519
shares  held  of  record  by DLJ Diversified Partners-A, L.P., (iv) 66,687 shares held of
record  by GRP Partners, L.P., (v) 70,626 shares held of record by Global Retail Partners
Funding,  Inc., and (vi) 17,655 shares held of record by DLJ ESC II, L.P.  Mr. Dietz is a
Principal of Global Retail Partners, L.P.  Each of the foregoing entities is an affiliate
of  Global  Retail  Partners, L.P., whose parent company is AXA Financial Inc.  Mr. Dietz
disclaims  beneficial  ownership  of  these  shares except to the extent of his pecuniary
interest  in  such  shares.  The address for Mr. Dietz and each of these entities is 2121
Avenue  of  the  Stars,  Suite  1630, Los Angeles, California 90067.  The address for AXA
Financial  Inc.  is  1290  Avenue  of  the  Americas,  New  York,  New  York  10104.

(3)     Represents  (i)  468,886  shares  held  of  record by Austin Ventures IV-A, L.P.,
including  7,420  shares issuable upon exercise of outstanding warrants, and (ii) 983,725
shares  held  of  record  by Austin Ventures IV-B, L.P., including 15,568 shares issuable
upon  exercise of warrants.  Mr. Thornton has shared voting and investment power over all
of  these  shares,  and  he  disclaims beneficial ownership of these shares except to the
extent  of  his pecuniary interest in such shares.  The address for Mr. Thornton and each
of  these  entities is 1300 Norwood Tower, 114 West Seventh Street, Austin, Texas 78701.

(4)     Represents  (i)  1,099,515  shares held of record by Oak Investment Partners VII,
Limited  Partnership,  including  134,552  shares  issuable  upon exercise of outstanding
warrants,  and  (ii)  27,612  shares  held  of record by Oak VII Affiliates Fund, Limited
Partnership,  including  3,379 shares issuable upon exercise of outstanding warrants. Mr.
Gallagher  has  shared  voting  and  investment  power  over  all of these shares, and he
disclaims  beneficial  ownership  of  these  shares except to the extent of his pecuniary
interest  in  such  shares.  The  address for Mr. Gallagher and each of these entities is
4550  Norwest  Center,  90  South  Seventh  Street,  Minneapolis,  Minnesota  55402.

(5)     Attractor  LP  and  related entities (collectively, "Attractor"), 1110 Burlingame
Avenue, Suite 211, Burlingame, California 94010, filed a Schedule 13G dated September 27,
1999,  reporting  that  as of September 27, 1999 it was the beneficial owner of 1,194,682
shares  of  Common  Stock.  The  shares  of  Common Stock beneficially owned by Attractor
include  (i)  1,032,398  shares  held  of  record  by  Attractor LP, with sole voting and
investment power as to all of such shares, (ii) 68,304 shares held of record by Attractor
Institutional  LP,  with sole voting and investment power as to all of such shares, (iii)
71,580  shares  held of record by Attractor Ventures LLC, with sole voting and investment
power as to all of such shares and shared voting and investment power as to an additional
1,100,702  shares, and (iv) 22,400 shares held of record by Attractor Offshore Ltd., with
sole  voting  and  investment  power  as  to  all  of  such  shares (Attractor Investment
Management,  Inc.  may  be  deemed to share voting and investment power as to all of such
shares).  Gigi  Brisson  and  Harvey Allison may be deemed to share voting and investment
power  as  to all of the shares held by Attractor, and they disclaim beneficial ownership
of  such  shares.

                                       11
<PAGE>
(6)     BT&T  Focus 4 Fund Public Limited Company, Grand Canal House, 1 Upper Grand Canal
Street,  Dublin  4,  Ireland,  and  BT&T  Telekommunikations  Und  Technologie  AG,
Roetelistrasse,  Bufour Park 16, St. Gallen, Switzerland 9000, filed a Schedule 13G dated
August  3,  2000,  reporting  that  as  of  August 3, 2000 it was the beneficial owner of
1,347,000  shares  of  Common  Stock with shared voting and investment power as to all of
such  shares.

(7)     Patricof  &  Co.  Ventures, Inc. and related entities (collectively, "Patricof"),
445  Park  Avenue,  11th  Floor,  New  York,  New  York 10022, filed a Schedule 13G dated
February  4,  2000,  reporting that as of February 4, 2000 it was the beneficial owner of
909,090  shares  of  Common  Stock.  The  shares  of  Common  Stock beneficially owned by
Patricof  include  (i)  746,181 shares held of record by APA Excelsior V, L.P., with sole
voting  and investment power as to all of such shares, (ii) 153,846 shares held of record
by  The  P/A  Fund  III,  L.P.,  with  sole voting and investment power as to all of such
shares,  and  (iii)  9,063  shares held of record by Patricof Private Investment Club II,
L.P.,  with sole voting and investment power as to all of such shares.  Alan Patricof may
be  deemed  to  have  sole  voting  and  investment power as to all of the shares held by
Patricof,  and  he  disclaims  beneficial  ownership  of  such  shares.

(8)     Pequot  Capital  Management,  Inc.,  500  Nyala  Farm Road, Westport, Connecticut
06880,  filed  a  Schedule 13G dated February 11, 2000, reporting that as of February 11,
2000  it  was  the beneficial owner of 1,261,277 shares of Common Stock, with sole voting
and  investment  power  as  to  all  of  such  shares.

(9)     Includes 35,048 shares subject to exercise of stock options held by Mr. Sharples.
Excludes (i) 274,916 shares held of record by Mr. Sharples' spouse and (ii) 35,048 shares
subject  to  exercise  of  stock  options  held  by  Mr.  Sharples'  spouse.

(10)     Includes  35,080  shares  subject  to  exercise  of  stock  options.

(11)     Includes  35,048  shares  subject  to  exercise  of  stock  options  held by Ms.
Sharples.  Excludes  (i)  274,916  shares held of record by Ms. Sharples' spouse and (ii)
35,048  shares  subject  to  exercise  of  stock  options  held by Ms. Sharples' spouse.

(12)     Includes  8,000  shares  subject  to  exercise  of  stock  options.

(13)     Includes 16,000 shares subject to exercise of stock options.

(14)     Includes  209,536 shares subject to exercise of stock options and 436,781 shares
issuable  upon  exercise  of  outstanding  warrants.
</TABLE>

ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  E.W.  Scripps  Company, through its wholly-owned subsidiaries, Scripps
Ventures  LLC  and  Scripps  Howard  Broadcasting  Company  d/b/a  Home & Garden
Television  ("HGTV"), beneficially owns 14.9% of the outstanding Common Stock of
the  Corporation  as  of  August  31, 2000.  Douglas R. Stern, a director of the
Corporation,  is  the  President  and Chief Executive Officer of United Media, a
newspaper  syndication  company  and wholly-owned subsidiary of The E.W. Scripps
Company.

     On  May  24,  1999,  699,300 shares of the Corporation's Series E Preferred
Stock  were purchased by HGTV for a total purchase price of $5,000,000, or $7.15
per  share.  Approximately $1,500,000 of the purchase price was paid in the form
of  an  advertising  credit,  of  which  the  Corporation has used approximately
$1,243,000  as  of  June  30,  2000.


                                       12
<PAGE>
     Kenneth Sharples, the brother of Clifford A. Sharples and brother-in-law of
Lisa W.A. Sharples, directors of the Corporation, has provided legal services to
the  Corporation.  The  Corporation  incurred  expenses  of  $61,752  during the
Corporation's  fiscal  year  ended  June  30,  2000  for these legal services.

     Green  Cheetah,  Inc.  ("Green Cheetah") was formed in the first quarter of
fiscal  2001  to  pursue  software  development opportunities.  Green Cheetah is
currently proceeding with its first software application project, which involves
developing  computer  software  designed  to  enhance database performance.  The
Corporation  owns  80%  of the outstanding common stock of Green Cheetah.  Green
Cheetah  issued  restricted  stock to the following officers and/or directors of
the Corporation:  Andrew R. Martin, Chief Technology Officer of the Corporation,
was  issued  10%  of  Green  Cheetah's  outstanding  common  stock;  Clifford A.
Sharples,  Chief Executive Officer, President and a director of the Corporation,
was  issued  3.33%  of  Green  Cheetah's  outstanding  common  stock;  Lisa W.A.
Sharples,  Chief  Merchandising  and  Marketing  Officer  and  a director of the
Corporation,  was  issued 3.33% of Green Cheetah's outstanding common stock; and
James N. O'Neill, Chief Operating Officer and a director of the Corporation, was
issued  3.34% of Green Cheetah's outstanding common stock.  In the first quarter
of fiscal 2001, Green Cheetah borrowed $300,000 from the Corporation pursuant to
a  demand  promissory  note.

     The  Corporation believes that all of the transactions set forth above were
made on terms no less favorable to the Corporation than could have been obtained
from  unaffiliated  third  parties.  Any  future  transactions, including loans,
between  the  Corporation and its officers, directors and principal stockholders
and  their  affiliates will be approved by a majority of the Board of Directors,
including a majority of the independent and disinterested directors, and will be
on  terms  no  less  favorable  to  the  Corporation than could be obtained from
unaffiliated  third  parties.


                                       13
<PAGE>
                                   SIGNATURES

          Pursuant  to the requirements of Section 13 or 15(d) of the Securities
Exchange  Act  of  1934,  the  registrant has duly caused this Form 10-K/A to be
signed  on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                               GARDEN.COM,  INC.

                               By  /s/  Clifford  A.  Sharples
                                   ---------------------------------------------
                                   Clifford A. Sharples, Chief Executive Officer

Date:  October  30,  2000


          Pursuant  to  the requirements of the Securities Exchange Act of 1934,
this Form 10-K/A has been signed below by the following persons on behalf of the
Registrant  and  in  the  capacities  and  on  the  dates  indicated:
<TABLE>
<CAPTION>

<S>                       <C>                                  <C>

/s/ Clifford A. Sharples  President, Chief Executive           October 30, 2000
------------------------  Officer (Principal Executive
Clifford A. Sharples      Officer) and Director

/s/ Jana D. Wilson        Chief Financial Officer (Principal   October 30, 2000
------------------------  Financial and Accounting
Jana D. Wilson            Officer)

*                         Director                             October 30, 2000
------------------------
Steven J. Dietz

*                         Director                             October 30, 2000
------------------------
Gerald R. Gallagher

*                         Director                             October 30, 2000
------------------------
James N. O'Neill

*                         Director                             October 30, 2000
------------------------
Lisa W.A. Sharples

*                         Director                             October 30, 2000
------------------------
Douglas R. Stern

*                         Director                             October 30, 2000
------------------------
John D. Thornton

/s/ Clifford A. Sharples                                       October 30, 2000
------------------------
Clifford A. Sharples
* Attorney-in-Fact

</TABLE>
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