As filed with the Securities and Exchange Commission on March 16, 2004.
                                                                   File No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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


                             U.S. HOME & GARDEN INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                 77-0262908
------------------------------------------  ------------------------------------
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)

 655 MONTGOMERY STREET, SAN FRANCISCO, CA                    94111
------------------------------------------  ------------------------------------
 (Address of principal executive offices)                 (Zip Code)


     1991 STOCK OPTION PLAN, 1995 STOCK OPTION PLAN; 1997 STOCK OPTION PLAN;
                 1999 STOCK OPTION PLAN, NON-EMPLOYEE DIRECTOR
  STOCK OPTION PLAN; CERTAIN NON-PLAN OPTIONS, WARRANTS AND COMMON STOCK GRANT
--------------------------------------------------------------------------------
                            (Full title of the plan)


                 MR. ROBERT KASSEL, CHAIRMAN AND CHIEF EXECUTIVE
             OFFICER U.S. HOME & GARDEN INC., 655 MONTGOMERY STREET,
                             SAN FRANCISCO, CA 94111
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (415) 616-8111
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
                                    Copy to:
                             Robert J. Mittman, Esq.
                                 Blank Rome LLP
                              405 Lexington Avenue
                            New York, New York 10174

<PAGE>

<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE

                                                                                          Proposed
                                                                     Proposed              Maximum
                                                                      Maximum             Aggregate           Amount of
Title of each class of                       Amount to be     Aggregate Offering Price     Offering         Registration
Securities to be Registered                   Registered           Per Share (1)          Price(1)               Fee
-------------------------                    ------------         ---------------         ---------          ------------
<S>                                          <C>                  <C>                     <C>                  <C>
Common Stock, par value                        485,000                  $1.23              $596,550             $75.60
$.001 per share                              shares(2)(4)(5)

Common Stock, par value                     5,789,493 shares                                                      (3)
$.001 per share                                (3)(4)(5)
</TABLE>

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

(1)  Estimated solely for the purpose of calculating the registration fee.
     Calculated pursuant to Rule 457 under the Securities Act of 1933, as
     amended, based upon, as to the outstanding non-plan options to purchase
     shares of common stock the exercise price thereof, and as to shares to be
     issued to an officer of U.S. Home & Garden Inc. (the "Registrant"), upon
     the average of the high and low sales price of the common stock of the
     Registrant as reported on March 11, 2004.

(2)  Represents shares of the Registrant's common stock issuable upon non-plan
     options granted to a director of the Registrant and shares of common stock
     to be issued to an employee of the Registrant for compensatory purposes.

(3)  Represents shares of the Registrant's common stock issuable (i) upon
     exercise of options granted under the Registrant's 1991 Stock Option Plan,
     as amended; (ii) upon exercise of options granted or eligible for future
     grant under the Registrant's 1995 Stock Option Plan, 1997 Stock Option
     Plan, 1999 Stock Option Plan and Non-Employee Director Stock Option Plan
     and (iii) upon exercise of certain non-plan options and warrants issuable
     upon exercise of certain of the non-plan options. These shares were
     previously registered under, and are being carried forward from the
     Registrant's previous Registration Statements on Form S-8, File Nos.
     33-55020; 33-71978; 333-41332 and 333-44459. Pursuant to Rule 429 of the
     Securities Act of 1933, no additional registration fee is being paid for
     these shares. In connection with the Registrant's prior registration
     statements on Form S-8 (File Nos. 33-55020; 33-71978; 333-41332 and
     333-44459) it paid aggregate registration fees of $ 6,547.18.

(4)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
     registration statement also covers an indeterminate number of shares of the
     Registrant's  common stock that may be issued pursuant to the anti-dilution
     provisions of the Registrant's  Stock Option Plans and non-plan options and
     warrants  referred to in  footnotes  (2) and (3) above and  pursuant to any
     common stock splits or dividends.

(5)  Includes preferred share purchase rights. Prior to the occurrence of
     certain events the preferred share purchase rights will not be evidenced
     separately from the Registrant's common stock.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item  1. Plan Information.*
         ----------------

Item  2. Registrant Information and Employee Plan Annual Information*
         ------------------------------------------------------------

*Information  required by Part I to be contained in the Section 10(a) prospectus
is omitted from this  Registration  Statement in accordance  with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

The following  documents  previously filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

(1)   The  Registrant's  Annual  Report on Form 10-K for the year ended June 30,
      2003;

(2)   The  Registrant's  current  report on Form 8-K for the event dated October
      29, 2003;

(3)   The  Registrant's  Quarterly  Report  on Form 10-Q for the  quarter  ended
      September 30, 2003;

(4)   The  Registrant's  Quarterly  Report  on Form 10-Q for the  quarter  ended
      December 31, 2003;

(5)   The  description  of the  Registrant's  common stock,  par value $.001 per
      share,  contained in the Registrant's  Registration  Statement on Form 8-A
      filed with the  Commission  March 4, 1992 and any  amendments  thereto and
      description of the attendant  Preferred Share Purchase Rights contained in
      the  Registrant's  Registration  Statement  on Form  8-A  filed  with  the
      Commission on April 7, 1999 and any amendments thereto; and

(6)   All documents  subsequently  filed by the registrant  pursuant to Sections
      13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior
      to the  filing of a  post-effective  amendment  which  indicates  that all
      securities offered have been sold or which deregisters all securities then
      remaining unsold,  shall be deemed to be incorporated by reference in this
      Registration Statement and to be a part hereof from the respective date of
      filing  of  such  documents.   Any  statement   contained  in  a  document
      incorporated  by  reference  herein  is  modified  or  superseded  for all
      purposes  to the extent that a statement  contained  in this  Registration
      Statement  or  in  any  other   subsequently   filed   document  which  is
      incorporated by reference modifies or replaces such statement.

<PAGE>

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         The legality of the Common Stock offered hereby will be passed upon for
the registrant by the law firm of Blank Rome LLP. Certain partners of Blank Rome
LLP beneficially owns shares of the Registrant's common stock and options and/or
warrants to purchase shares of the Registrant's common stock.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Sections  145 of the General  Corporation  Law of the State of Delaware
provides  for the  indemnification  of  officers  and  directors  under  certain
circumstances  against  expenses  incurred in successfully  defending  against a
claim and  authorizes  Delaware  corporations  to indemnify  their  officers and
directors under certain  circumstances against expenses and liabilities incurred
in legal  proceedings  involving  such persons  because of their being or having
been an officer or director.

         Section  102(b)  of the  Delaware  General  Corporation  Law  permits a
corporation,  by so providing in its certificate of incorporation,  to eliminate
or limit  director's  liability  to the  corporation  and its  stockholders  for
monetary  damages  arising out of certain  alleged  breaches of their  fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders;  (ii) acts or
omissions  not made in good faith or which  involve  intentional  misconduct  of
knowing  violations  of  law;  (iii)  liability  for  dividends  paid  or  stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any  transaction  from  which the  director  derived an  improper  personal
benefit.  Section  102(b)(7) does not authorize any limitation on the ability of
the  corporation  or its  stockholders  to obtain  injunctive  relief,  specific
performance or other equitable relief against directors.

         Article Ninth of the  Registrant's  Certificate  of  Incorporation  and
Article  XVIII of the  Registrant's  By-laws  provide  that all  persons who the
Registrant is empowered to indemnify  pursuant to the  provisions of Section 145
of the  General  Corporation  Law of the  State  of  Delaware  (or  any  similar
provision  or  provisions  of  applicable  law at the time in effect),  shall be
indemnified  by the  Registrant  to  the  full  extent  permitted  thereby.  The
foregoing  right of  indemnification  shall not be deemed to be exclusive of any
other rights to which those seeking  indemnification  may be entitled  under any
by-law,   agreement,   vote  of  stockholders  or  disinterested  directors,  or
otherwise.

         Article Tenth of the Registrant's Certificate of Incorporation provides
that no director of

<PAGE>

the Registrant shall be personally liable to the Registrant or its stockholders
for any monetary damages for breaches of fiduciary duty as a director, provided
that this provision shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the registrant or its
stockholders; (ii) for acts or omissions in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174 of
the General Corporation Law of the State of Delaware; or (iv) for any
transaction from which the director derived an improper personal benefit.

Item 7. Exemption from Registration Claimed.

         Not applicable.

<PAGE>

Item 8.  Exhibits.
         --------

Exhibit No.                Description
----------                 -----------

         5        Opinion of Blank Rome  LLP.

         23.1     Consent of BDO Seidman,  LLP.

         23.2     Consent of Blank Rome LLP (included in Exhibit 5).

         24.1     Powers of Attorney (included on the signature page).


Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

              (i) To include any prospectus  required by Section 10(a)(3) of the
Securities Act of 1933;

              (ii) To  reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendments  thereof)  which,  individually  or in the aggregate,
represent a fundamental change in the information in the Registration Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and prices  represent no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and

              (iii) To include any material information with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such information in the Registration Statement.

Provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  registration
statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


<PAGE>

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed  in such Act and will be governed by the final  adjudication
of such issue.


<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the city of New York,  State of New York, on the 15th day of March
2004.

                             U.S. HOME & GARDEN INC.

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

         Each person whose  signature  appears below  authorizes  each of Robert
Kassel   and  David   Harper   or  either  of  them  as  his  true  and   lawful
attorney-in-fact  with full power of  substitution to execute in the name and on
behalf of each person,  individually  and in each capacity stated below,  and to
file any and all amendments to this  Registration  Statement,  including any and
all post-effective amendments thereto.

         In accordance with the requirements of the Securities Act of 1933, this
Registration  Statement was signed by the following person in the capacities and
on the dates stated.

Signature                                  Title                     Date
---------                                  -----                     ----

/s/ Robert Kassel          Chief Executive Officer, President,    March 15, 2004
-------------------------- Treasurer and Secretary and Director
Robert Kassel              (Principal Executive, Financial and
                           Accounting Officer)

/s/ Fred Heiden            Director                               March 15, 2004
--------------------------
Fred Heiden

/s/ Brad Holsworth         Director                               March 15, 2004
--------------------------
Brad Holsworth

/s/ Richard Raleigh        Director                               March 15, 2004
--------------------------
Richard Raleigh

/s/ Jon Schulberg          Director                               March 15, 2004
--------------------------
Jon Schulberg

<PAGE>

                                  Exhibit Index
                                  -------------

Exhibit No.               Description
-----------               -----------
 5                Opinion of Blank Rome LLP

23.1              Consent of BDO Seidman LLP

23.2              Consent of Blank Rome LLP
                  (included in Exhibit 5)

24.1              Powers of Attorney
                  (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 19924}]
{"company-data": {"conformed-name": "US HOME & GARDEN INC", "cik": "0000879911", "assigned-sic": "2200", "irs-number": "770262908", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113656", "film-number": "04673360"}, "business-address": {"street1": "655 MONTGOMERY ST STE 500", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4156168111"}, "mail-address": {"street1": "655 MONTGOMERY ST", "street2": "SUITE 500", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111"}, "former-company": {"former-conformed-name": "NATURAL EARTH TECHNOLOGIES INC", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on March 16, 2004.
                                                                   File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                             U.S. HOME & GARDEN INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                 77-0262908
------------------------------------------  ------------------------------------
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)

 655 MONTGOMERY STREET, SAN FRANCISCO, CA                    94111
------------------------------------------  ------------------------------------
 (Address of principal executive offices)                 (Zip Code)

     1991 STOCK OPTION PLAN, 1995 STOCK OPTION PLAN; 1997 STOCK OPTION PLAN;
                 1999 STOCK OPTION PLAN, NON-EMPLOYEE DIRECTOR
  STOCK OPTION PLAN; CERTAIN NON-PLAN OPTIONS, WARRANTS AND COMMON STOCK GRANT
--------------------------------------------------------------------------------
                            (Full title of the plan)

                 MR. ROBERT KASSEL, CHAIRMAN AND CHIEF EXECUTIVE
             OFFICER U.S. HOME & GARDEN INC., 655 MONTGOMERY STREET,
                             SAN FRANCISCO, CA 94111
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (415) 616-8111
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
                                    Copy to:
                             Robert J. Mittman, Esq.
                                 Blank Rome LLP
                              405 Lexington Avenue
                            New York, New York 10174
CALCULATION OF REGISTRATION FEE

                                                                                          Proposed
                                                                     Proposed              Maximum
                                                                      Maximum             Aggregate           Amount of
Title of each class of                       Amount to be     Aggregate Offering Price     Offering         Registration
Securities to be Registered                   Registered           Per Share (1)          Price(1)               Fee
-------------------------                    ------------         ---------------         ---------          ------------
Common Stock, par value                        485,000                  $1.23              $596,550             $75.60
$.001 per share                              shares(2)(4)(5)

Common Stock, par value                     5,789,493 shares                                                      (3)
$.001 per share                                (3)(4)(5)
----------------------

(1)  Estimated solely for the purpose of calculating the registration fee.
     Calculated pursuant to Rule 457 under the Securities Act of 1933, as
     amended, based upon, as to the outstanding non-plan options to purchase
     shares of common stock the exercise price thereof, and as to shares to be
     issued to an officer of U.S. Home & Garden Inc. (the "Registrant"), upon
     the average of the high and low sales price of the common stock of the
     Registrant as reported on March 11, 2004.

(2)  Represents shares of the Registrant's common stock issuable upon non-plan
     options granted to a director of the Registrant and shares of common stock
     to be issued to an employee of the Registrant for compensatory purposes.

(3)  Represents shares of the Registrant's common stock issuable (i) upon
     exercise of options granted under the Registrant's 1991 Stock Option Plan,
     as amended; (ii) upon exercise of options granted or eligible for future
     grant under the Registrant's 1995 Stock Option Plan, 1997 Stock Option
     Plan, 1999 Stock Option Plan and Non-Employee Director Stock Option Plan
     and (iii) upon exercise of certain non-plan options and warrants issuable
     upon exercise of certain of the non-plan options. These shares were
     previously registered under, and are being carried forward from the
     Registrant's previous Registration Statements on Form S-8, File Nos.
     33-55020; 33-71978; 333-41332 and 333-44459. Pursuant to Rule 429 of the
     Securities Act of 1933, no additional registration fee is being paid for
     these shares. In connection with the Registrant's prior registration
     statements on Form S-8 (File Nos. 33-55020; 33-71978; 333-41332 and
     333-44459) it paid aggregate registration fees of $ 6,547.18.

(4)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
     registration statement also covers an indeterminate number of shares of the
     Registrant's  common stock that may be issued pursuant to the anti-dilution
     provisions of the Registrant's  Stock Option Plans and non-plan options and
     warrants  referred to in  footnotes  (2) and (3) above and  pursuant to any
     common stock splits or dividends.

(5)  Includes preferred share purchase rights. Prior to the occurrence of
     certain events the preferred share purchase rights will not be evidenced
     separately from the Registrant's common stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item  1. Plan Information.*
         ----------------

Item  2. Registrant Information and Employee Plan Annual Information*
         ------------------------------------------------------------

*Information  required by Part I to be contained in the Section 10(a) prospectus
is omitted from this  Registration  Statement in accordance  with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

The following  documents  previously filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

(1)   The  Registrant's  Annual  Report on Form 10-K for the year ended June 30,
      2003;

(2)   The  Registrant's  current  report on Form 8-K for the event dated October
      29, 2003;

(3)   The  Registrant's  Quarterly  Report  on Form 10-Q for the  quarter  ended
      September 30, 2003;

(4)   The  Registrant's  Quarterly  Report  on Form 10-Q for the  quarter  ended
      December 31, 2003;

(5)   The  description  of the  Registrant's  common stock,  par value $.001 per
      share,  contained in the Registrant's  Registration  Statement on Form 8-A
      filed with the  Commission  March 4, 1992 and any  amendments  thereto and
      description of the attendant  Preferred Share Purchase Rights contained in
      the  Registrant's  Registration  Statement  on Form  8-A  filed  with  the
      Commission on April 7, 1999 and any amendments thereto; and

(6)   All documents  subsequently  filed by the registrant  pursuant to Sections
      13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior
      to the  filing of a  post-effective  amendment  which  indicates  that all
      securities offered have been sold or which deregisters all securities then
      remaining unsold,  shall be deemed to be incorporated by reference in this
      Registration Statement and to be a part hereof from the respective date of
      filing  of  such  documents.   Any  statement   contained  in  a  document
      incorporated  by  reference  herein  is  modified  or  superseded  for all
      purposes  to the extent that a statement  contained  in this  Registration
      Statement  or  in  any  other   subsequently   filed   document  which  is
      incorporated by reference modifies or replaces such statement.
Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         The legality of the Common Stock offered hereby will be passed upon for
the registrant by the law firm of Blank Rome LLP. Certain partners of Blank Rome
LLP beneficially owns shares of the Registrant's common stock and options and/or
warrants to purchase shares of the Registrant's common stock.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Sections  145 of the General  Corporation  Law of the State of Delaware
provides  for the  indemnification  of  officers  and  directors  under  certain
circumstances  against  expenses  incurred in successfully  defending  against a
claim and  authorizes  Delaware  corporations  to indemnify  their  officers and
directors under certain  circumstances against expenses and liabilities incurred
in legal  proceedings  involving  such persons  because of their being or having
been an officer or director.

         Section  102(b)  of the  Delaware  General  Corporation  Law  permits a
corporation,  by so providing in its certificate of incorporation,  to eliminate
or limit  director's  liability  to the  corporation  and its  stockholders  for
monetary  damages  arising out of certain  alleged  breaches of their  fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders;  (ii) acts or
omissions  not made in good faith or which  involve  intentional  misconduct  of
knowing  violations  of  law;  (iii)  liability  for  dividends  paid  or  stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any  transaction  from  which the  director  derived an  improper  personal
benefit.  Section  102(b)(7) does not authorize any limitation on the ability of
the  corporation  or its  stockholders  to obtain  injunctive  relief,  specific
performance or other equitable relief against directors.

         Article Ninth of the  Registrant's  Certificate  of  Incorporation  and
Article  XVIII of the  Registrant's  By-laws  provide  that all  persons who the
Registrant is empowered to indemnify  pursuant to the  provisions of Section 145
of the  General  Corporation  Law of the  State  of  Delaware  (or  any  similar
provision  or  provisions  of  applicable  law at the time in effect),  shall be
indemnified  by the  Registrant  to  the  full  extent  permitted  thereby.  The
foregoing  right of  indemnification  shall not be deemed to be exclusive of any
other rights to which those seeking  indemnification  may be entitled  under any
by-law,   agreement,   vote  of  stockholders  or  disinterested  directors,  or
otherwise.

         Article Tenth of the Registrant's Certificate of Incorporation provides
that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
for any monetary damages for breaches of fiduciary duty as a director, provided
that this provision shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the registrant or its
stockholders; (ii) for acts or omissions in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174 of
the General Corporation Law of the State of Delaware; or (iv) for any
transaction from which the director derived an improper personal benefit.

Item 7. Exemption from Registration Claimed.

         Not applicable.
Item 8.  Exhibits.
         --------

Exhibit No.                Description
----------                 -----------

         5        Opinion of Blank Rome  LLP.

         23.1     Consent of BDO Seidman,  LLP.

         23.2     Consent of Blank Rome LLP (included in Exhibit 5).

         24.1     Powers of Attorney (included on the signature page).

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

              (i) To include any prospectus  required by Section 10(a)(3) of the
Securities Act of 1933;

              (ii) To  reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendments  thereof)  which,  individually  or in the aggregate,
represent a fundamental change in the information in the Registration Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and prices  represent no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and

              (iii) To include any material information with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such information in the Registration Statement.

Provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  registration
statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed  in such Act and will be governed by the final  adjudication
of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the city of New York,  State of New York, on the 15th day of March
2004.

                             U.S. HOME & GARDEN INC.

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

         Each person whose  signature  appears below  authorizes  each of Robert
Kassel   and  David   Harper   or  either  of  them  as  his  true  and   lawful
attorney-in-fact  with full power of  substitution to execute in the name and on
behalf of each person,  individually  and in each capacity stated below,  and to
file any and all amendments to this  Registration  Statement,  including any and
all post-effective amendments thereto.

         In accordance with the requirements of the Securities Act of 1933, this
Registration  Statement was signed by the following person in the capacities and
on the dates stated.

Signature                                  Title                     Date
---------                                  -----                     ----

/s/ Robert Kassel          Chief Executive Officer, President,    March 15, 2004
-------------------------- Treasurer and Secretary and Director
Robert Kassel              (Principal Executive, Financial and
                           Accounting Officer)

/s/ Fred Heiden            Director                               March 15, 2004
--------------------------
Fred Heiden

/s/ Brad Holsworth         Director                               March 15, 2004
--------------------------
Brad Holsworth

/s/ Richard Raleigh        Director                               March 15, 2004
--------------------------
Richard Raleigh

/s/ Jon Schulberg          Director                               March 15, 2004
--------------------------
Jon Schulberg
Exhibit Index
                                  -------------

Exhibit No.               Description
-----------               -----------
 5                Opinion of Blank Rome LLP

23.1              Consent of BDO Seidman LLP

23.2              Consent of Blank Rome LLP
                  (included in Exhibit 5)

24.1              Powers of Attorney
                  (included on signature page)