SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported): February 14, 1995

                             GROW GROUP, INC.       
           (Exact name of registrant as specified in charter)     

                                   New York     
               (State or other jurisdiction of incorporation)

           1-4596                               11-1665588         
    (Commission File Number)      (IRS Employer Identification No.)

     200 Park Avenue, New York, New York                 10166     
   (Address of principal executive offices)            (Zip Code)

    Registrant's telephone number, including area code: (212) 599-4400

                              Not Applicable                         
      (Former name or former address, if changed since last report)


          Item 5.   Other Events.

                    On February 14, 1995, Grow Group, Inc. (the
          "Company"), Corimon S.A.C.A. ("Corimon") and Corimon
          Corporation entered into a letter agreement among them
          relating to the Standstill Agreement, dated July 21,
          1992, as amended (the "Standstill Agreement"), and an
          amendment to the Registration Rights Agreement among
          them, dated August 7, 1992 (the "Registration Rights
          Agreement") in order to permit Corimon to enter into
          certain transactions with Fidelity Capital & Income Fund
          ("Fidelity Capital") in connection with Corimon's
          proposed investment in Standard Brands Paint Company
          ("Standard Brands").  

                    The letter agreement relating to the Standstill
          Agreement, among other things, (i) extends the term of
          the Standstill Agreement for a one-year period, (ii)
          consents to the issuance by Corimon Corporation to
          Fidelity Capital of $8 million aggregate principal amount
          of Exchangeable Preferred Stock which is exchangeable for
          516,129 shares of Common Stock of the Company, subject to
          customary adjustments, and the potential transfer of such
          shares of Common Stock to Fidelity Capital in accordance
          with the terms of such Exchangeable Preferred Stock and
          (iii) consents to the pledge by Corimon to Fidelity
          Capital of up to 1,350,000 shares of Common Stock of the
          Company.

                    The amendment to the Registration Rights
          Agreement consents to the assignment to Fidelity Capital
          of certain of Corimon's rights, subject to Corimon's
          obligations under the Registration Rights Agreement.  

                    Copies of the letter agreement relating to the
          Standstill Agreement and amendment to the Registration
          Rights Agreement are filed herewith as Exhibits 99.1 and
          99.2, respectively, and are incorporated herein by
          reference.
         
                    The Company and Corimon also entered into an
          Agreement relating to various license and distribution
          agreements and letters of intent previously entered into
          between them (the "Technology Agreements").  The
          Agreement provides that neither Corimon nor its
          affiliates shall, among other things, utilize any of the
          technology which is the subject of the Technology
          Agreements outside the territory specified therein or
          transfer or disclose such technology to Standard Brands
          or permit Standard Brands to use the technology.  A copy
          of this Agreement is filed herewith as Exhibit 99.3 and
          is incorporated herein by reference.

          Item 7.   Financial Statements, Pro Forma
                    Financial Information and Exhibits.

                    (a)  Financial Statements of Businesses     
                         Acquired:

                         Not applicable.

                    (b)  Pro Forma Financial Information:

                         Not applicable.

                    (c)  Exhibits:

                         99.1 Letter Agreement relating to
                              Standstill Agreement, dated February
                              14, 1995, by and among Grow Group,
                              Inc., Corimon S.A.C.A. and Corimon
                              Corporation

                         99.2 Amendment to Registration Rights
                              Agreement, dated February 14, 1995,
                              by and between Grow Group, Inc. and
                              Corimon S.A.C.A.

                         99.3 Agreement, dated February 14, 1995,
                              by and between Grow Group, Inc. and
                              Corimon S.A.C.A. relating to certain
                              Technology Agreements. 



                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunto duly authorized.

                                        GROW GROUP, INC.

          Date: February 22, 1995

                                        By:  /s/ Lloyd Frank   
                                                 Lloyd Frank,
                                                 Secretary



                                Exhibit Index

                    Exhibit                            Page No.

          99.1      Letter Agreement relating to 
                    Standstill Agreement, dated 
                    February 14, 1995, by and among
                    Grow Group, Inc., Corimon S.A.C.A.
                    and Corimon Corporation

          99.2      Amendment to Registration Rights
                    Agreement, dated February 14, 1995, 
                    by and between Grow Group, Inc. 
                    and Corimon S.A.C.A.

          99.3      Agreement, dated February 14, 1995,
                    by and between Grow Group, Inc. and
                    Corimon S.A.C.A. relating to certain 
                    Technology Agreements.
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SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported): February 14, 1995

                             GROW GROUP, INC.       
           (Exact name of registrant as specified in charter)     

                                   New York     
               (State or other jurisdiction of incorporation)

           1-4596                               11-1665588         
    (Commission File Number)      (IRS Employer Identification No.)

     200 Park Avenue, New York, New York                 10166     
   (Address of principal executive offices)            (Zip Code)

    Registrant's telephone number, including area code: (212) 599-4400

                              Not Applicable                         
      (Former name or former address, if changed since last report)

          Item 5.   Other Events.

                    On February 14, 1995, Grow Group, Inc. (the
          "Company"), Corimon S.A.C.A. ("Corimon") and Corimon
          Corporation entered into a letter agreement among them
          relating to the Standstill Agreement, dated July 21,
          1992, as amended (the "Standstill Agreement"), and an
          amendment to the Registration Rights Agreement among
          them, dated August 7, 1992 (the "Registration Rights
          Agreement") in order to permit Corimon to enter into
          certain transactions with Fidelity Capital & Income Fund
          ("Fidelity Capital") in connection with Corimon's
          proposed investment in Standard Brands Paint Company
          ("Standard Brands").  

                    The letter agreement relating to the Standstill
          Agreement, among other things, (i) extends the term of
          the Standstill Agreement for a one-year period, (ii)
          consents to the issuance by Corimon Corporation to
          Fidelity Capital of $8 million aggregate principal amount
          of Exchangeable Preferred Stock which is exchangeable for
          516,129 shares of Common Stock of the Company, subject to
          customary adjustments, and the potential transfer of such
          shares of Common Stock to Fidelity Capital in accordance
          with the terms of such Exchangeable Preferred Stock and
          (iii) consents to the pledge by Corimon to Fidelity
          Capital of up to 1,350,000 shares of Common Stock of the
          Company.

                    The amendment to the Registration Rights
          Agreement consents to the assignment to Fidelity Capital
          of certain of Corimon's rights, subject to Corimon's
          obligations under the Registration Rights Agreement.  

                    Copies of the letter agreement relating to the
          Standstill Agreement and amendment to the Registration
          Rights Agreement are filed herewith as Exhibits 99.1 and
          99.2, respectively, and are incorporated herein by
          reference.
         
                    The Company and Corimon also entered into an
          Agreement relating to various license and distribution
          agreements and letters of intent previously entered into
          between them (the "Technology Agreements").  The
          Agreement provides that neither Corimon nor its
          affiliates shall, among other things, utilize any of the
          technology which is the subject of the Technology
          Agreements outside the territory specified therein or
          transfer or disclose such technology to Standard Brands
          or permit Standard Brands to use the technology.  A copy
          of this Agreement is filed herewith as Exhibit 99.3 and
          is incorporated herein by reference.

          Item 7.   Financial Statements, Pro Forma
                    Financial Information and Exhibits.

                    (a)  Financial Statements of Businesses     
                         Acquired:

                         Not applicable.

                    (b)  Pro Forma Financial Information:

                         Not applicable.

                    (c)  Exhibits:

                         99.1 Letter Agreement relating to
                              Standstill Agreement, dated February
                              14, 1995, by and among Grow Group,
                              Inc., Corimon S.A.C.A. and Corimon
                              Corporation

                         99.2 Amendment to Registration Rights
                              Agreement, dated February 14, 1995,
                              by and between Grow Group, Inc. and
                              Corimon S.A.C.A.

                         99.3 Agreement, dated February 14, 1995,
                              by and between Grow Group, Inc. and
                              Corimon S.A.C.A. relating to certain
                              Technology Agreements. 

                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunto duly authorized.

                                        GROW GROUP, INC.

          Date: February 22, 1995

                                        By:  /s/ Lloyd Frank   
                                                 Lloyd Frank,
                                                 Secretary

                                Exhibit Index

                    Exhibit                            Page No.

          99.1      Letter Agreement relating to 
                    Standstill Agreement, dated 
                    February 14, 1995, by and among
                    Grow Group, Inc., Corimon S.A.C.A.
                    and Corimon Corporation

          99.2      Amendment to Registration Rights
                    Agreement, dated February 14, 1995, 
                    by and between Grow Group, Inc. 
                    and Corimon S.A.C.A.

          99.3      Agreement, dated February 14, 1995,
                    by and between Grow Group, Inc. and
                    Corimon S.A.C.A. relating to certain 
                    Technology Agreements.