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):  April 30, 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 April 28, 1995, Grow Group, Inc., a New York corporation
   (the "Company"), issued a press release announcing that it had entered
   into negotiations with a third party concerning an acquisition of the
   Company.  The Company stated in the press release that the third party
   had substantially completed its due diligence review, proposed
   acquiring 100% of the outstanding shares of Common Stock, par value
   $.10 per share, of the Company (the "Shares" or the "Company Common
   Stock"), and indicated a willingness to pay the Company's public
   shareholders $18.10 per Share in cash.  In addition, the press release
   stated that any such transaction would be subject to negotiation and
   execution of a definitive agreement and approval by the Company's
   Board of Directors.  The Company also stated in the press release that
   it could give no assurance that any such agreement would be reached or
   if an agreement was reached, that any transaction would be
   consummated.  A copy of the April 28, 1995 press release is filed as
   an exhibit to this report and is incorporated herein by reference. 

             On April 30, 1995, the Company, Imperial Chemical Industries
   PLC, a corporation organized under the laws of England ("ICI"), and
   GDEN Corporation, a New York corporation and an indirect wholly owned
   subsidiary of ICI ("GDEN"), entered into an Agreement and Plan of
   Merger, dated as of April 30, 1995 (the "Merger Agreement").

             The Merger Agreement, the press release issued in connection
   therewith and the related Corimon Option Agreement (as defined below)
   are filed as exhibits to this report and are incorporated herein by
   reference.  The descriptions of the Merger Agreement and Corimon
   Option Agreement set forth herein do not purport to be complete and
   are qualified in their entirety by the provisions of the Merger
   Agreement and Corimon Option Agreement, as the case may be.

             The Merger Agreement provides, among other things, for the
   acquisition by ICI of all the outstanding Shares through (a) a tender
   offer (the "Offer") for all Shares for $18.10 per Share, net to the
   sellers thereof in cash (the "Per Share Amount"), subject to any
   amounts required to be withheld under applicable federal, state, local
   or foreign income tax regulations and (b) a second-step merger
   pursuant to which GDEN will merge with and into the Company (the
   "Merger") and all outstanding Shares (other than Shares held by the
   Company as treasury stock or owned by ICI, GDEN or any other
   subsidiary of ICI and other than dissenting shares) will be converted
   into the right to receive the Per Share Amount in cash, subject to any
   amounts required to be withheld under applicable federal, state, local
   or foreign income tax regulations.

             The Merger is subject to customary closing conditions,
   including, without limitation, the receipt of shareholder approval by
   the Company's shareholders if required by the Business Corporation Law
   of the State of New York.   In addition, the Merger is subject to ICI
   purchasing Shares pursuant to the Offer.  The Offer is conditioned
   upon, among other things, that there be validly tendered prior to the
   expiration date of the Offer and not withdrawn a number of Shares,
   which, together with the Corimon Shares (as defined below) and any
   other Shares then owned by ICI, represents at least two-thirds of the
   Shares outstanding on a fully diluted basis and expiration of the
   applicable waiting period under the Hart-Scott-Rodino Antitrust
   Improvements Act of 1976, as amended.  The conditions to the Offer are
   set forth in Annex I to the Merger Agreement.

             The Merger Agreement contains certain representations and
   covenants of the Company pending the consummation of the Merger. 
   Generally, the Company must carry on its business in the ordinary
   course consistent with past practice, may not increase dividends on
   the Company Common Stock, amend its certificate of incorporation or
   bylaws, incur certain indebtedness, or implement certain increases in
   employee compensation and benefits (other than as contemplated by the
   Merger Agreement).  In addition, the Company has agreed in the Merger
   Agreement that it will not take any action to solicit a third-party
   acquisition proposal or, subject to the Company's Board of Directors'
   fiduciary duties as advised by counsel, engage in negotiations with,
   or disclose any nonpublic information relating to the Company to or
   afford access to the properties or records of the Company to, any
   third party that may be considering making, or has made, an
   acquisition proposal.  (See Articles IV and VI of the Merger
   Agreement.)

             Corimon Corporation, a Delaware corporation ("Corimon
   Corp.") and Corimon, S.A.C.A., a corporation organized under the laws
   of Venezuela ("Corimon"), have entered into an Option Agreement, dated
   as of April 30, 1995, with ICI and GDEN (the "Corimon Option
   Agreement"), pursuant to which Corimon Corp. has granted to ICI an
   option (the "Option") to purchase 4,025,841 Shares (the "Corimon
   Shares") at a purchase price of $17.50 per Share, upon the terms and
   subject to the conditions set forth in the Corimon Option Agreement. 
   The Corimon Option Agreement provides that, subject to certain
   conditions, the Option may be exercised by ICI in whole but not in
   part at any time prior to the earlier of (i) November 5, 1995 and (ii)
   five business days after the Outside Termination Date (as defined in
   the Merger Agreement) of the Merger Agreement, but only if (i) ICI has
   paid for or accepted for payment all Shares properly tendered and not
   withdrawn pursuant to the Offer (the "Tendered Shares") and (ii) the
   Tendered Shares plus the Corimon Shares constitute not less than a
   majority of the outstanding Shares on a fully diluted basis.  The
   Corimon Option Agreement will terminate in event of termination of the
   Merger Agreement.

             The Merger Agreement may be terminated under certain
   circumstances, including, among others, (1) by mutual consent of the
   Company and ICI; (2) by either the Company or ICI if the Offer has not
   been consummated by August 31, 1995 (provided, however, that such
   termination date may be extended by ICI to a date not later than
   October 31, 1995 if an HSR Authority (as defined in the Merger
   Agreement) has requested certain additional information from any of
   the parties to the Merger Agreement on or prior to August 31, 1995);
   (3) by either the Company or ICI if there exists any law or regulation
   or nonappealable injunction that makes consummation of the Merger
   illegal; (4) by ICI if there has occurred the institution of
   litigation by any HSR Authority challenging the Offer and/or Merger
   under the U.S. antitrust laws; (5) by ICI if (i) the Board of
   Directors of the Company shall have withdrawn or materially modified
   its approval or recommendation of the Offer or the Merger Agreement,
   other than as a result of ICI's breach of the Merger Agreement, (ii)
   the Company has entered into, or publicly announced its intent to
   enter into, an agreement with respect to an acquisition proposal by a
   third party, or (iii) any person (other than ICI or Corimon, or their
   respective affiliates) has become the beneficial owner of at least 25%
   of any class of capital stock of the Company, or Corimon and its
   affiliates own more than 28% of the Shares; or (6) by the Company upon
   the occurrence of either event described in clause (i) or (ii) of the
   preceding clause (5).

              Each party to the Merger Agreement is required to pay its
   own expenses; provided, that if the Merger Agreement is terminated as
   a result of the occurrence of any of the events described in clause
   (5) of the preceding sentence, the Company will be required to
   promptly pay ICI in respect of its expenses an amount equal to $8
   million.

   ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
             EXHIBITS

             (C)  EXHIBITS.

                  99.1      Press Release dated April 28, 1995.

                  99.2      Press Release dated May 1, 1995.

                  99.3      Agreement and Plan of Merger, dated as of
                            April 30, 1995, among the Company, ICI and
                            GDEN.

                  99.4      Option Agreement, dated as of April 30, 1995,
                            among ICI, GDEN, Corimon Corp. and Corimon.


                               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:  May 1, 1995

                                      By:  /s/  Lloyd Frank
                                           Lloyd Frank
                                           Secretary


                             Exhibit Index

   Exhibit

   99.1           Press Release dated April 28, 1995.

   99.2           Press Release dated May 1, 1995.

   99.3           Agreement and Plan of Merger, dated as of April 30,
                  1995, among the Company, ICI and GDEN.

   99.4           Option Agreement, dated as of April 30, 1995, among
                  ICI, GDEN, Corimon Corp. and Corimon.


                                                             EXHIBIT 99.1

                       GROW GROUP MAKES ANNOUNCEMENT

             NEW YORK, NEW YORK, April 28, 1995--Grow Group, Inc.
   (NYSE:GRO), which previously announced that it had authorized Wertheim
   Schroder & Co. Incorporated to assist the Company in considering and
   reviewing alternatives to enhance shareholder value, said today that
   it has entered into negotiations with a third party concerning an
   acquisition of Grow.  The third party, which has substantially
   completed its due diligence review, has proposed to acquire 100% of
   Grow's common stock and has indicated a willingness to pay Grow's
   public stockholders $18.10 per share in cash.  Any such transaction
   would be subject to negotiation and execution of a definitive
   agreement and approval of Grow's Board of Directors.  There can be no
   assurance that any such agreement will be reached, or if an agreement
   is reach[ed] that any transaction will be consummated.

             Grow Group is a leading producer of specialty chemical
   coatings and paints and household products.  Grow operations include
   manufacturing facilities, sales offices and licensees throughout the
   world.

                                   #   #


                                                             EXHIBIT 99.2

                  GROW GROUP IN MERGER AGREEMENT WITH ICI

             NEW YORK, NEW YORK, MAY 1, 1995... Grow Group, Inc. ("Grow")
   (NYSE:GRO) announced today that it has entered into a definitive
   merger agreement pursuant to which Imperial Chemical Industries, PLC,
   an English company ("ICI"), would offer to purchase all the
   outstanding shares of Grow for $18.10 per share. Grow had announced on
   April 28, 1995, that it was in negotiations with a third party
   concerning the acquisition of Grow at such price.  Gros has
   approximately 16.1 million shares outstanding.

             The merger agreement provides for a subsidiary of ICI to
   make a cash tender offer promptly for all outstanding shares of common
   stock of Grow at a price of $18.10 per share.  The tender offer will
   be followed as soon as possible by a second-step cash merger in which
   each share of Grow not acquired in the tender offer or otherwise, will
   be converted into the right to receive $18.10 in cash.

             Grow also stated that Corimon, a Venezuelan corporation
   which owns approximately 25% of Grow's shares, had entered into a
   separate Option Agreement with ICI in which Corimon agreed to sell its
   Grow shares to ICI at a price of $17.50 per share.  ICI's purchase of
   the shares owned by Corimon is conditioned upon ICI's prior
   consummation of the tender offer.

             The Board of Directors of Grow unanimously approved the
   transaction based upon, among other things, an opinion as to the
   fairness of the offer and the merger from Wertheim Schroder & Co.
   Incorporated.

             The tender offer is conditioned on, among other things, the
   valid tender of a number of shares which, when added to the shares
   owned by Corimon, would represent two-thirds of the outstanding shares
   on a fully diluted basis and the expiration or termination of any
   applicable waiting periods under the Hart-Scott-Rodino Antitrust
   Improvements Act of 1976.  The tender offer is scheduled to commence
   later this week.  The merger is expected to be completed as promptly
   as practicable following completion of the tender offer.

             In announcing the execution of the Merger Agreement, Russell
   Banks, President and Chief Executive Officer of Grow, said "We are
   extremely pleased to be able to propose to shareholders what we
   believe represents an attractive opportunity.  At the same time, we
   are confident that our employees and customers will be well served by
   an association with an organization of the reputation and quality of
   ICI."

             Grow Group is a leading producer of specialty chemical
   coatings and paints and household products.  Grow operations include
   manufacturing facilities, sales offices and licensees throughout the
   world.

                                   # # #
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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):  April 30, 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 April 28, 1995, Grow Group, Inc., a New York corporation
   (the "Company"), issued a press release announcing that it had entered
   into negotiations with a third party concerning an acquisition of the
   Company.  The Company stated in the press release that the third party
   had substantially completed its due diligence review, proposed
   acquiring 100% of the outstanding shares of Common Stock, par value
   $.10 per share, of the Company (the "Shares" or the "Company Common
   Stock"), and indicated a willingness to pay the Company's public
   shareholders $18.10 per Share in cash.  In addition, the press release
   stated that any such transaction would be subject to negotiation and
   execution of a definitive agreement and approval by the Company's
   Board of Directors.  The Company also stated in the press release that
   it could give no assurance that any such agreement would be reached or
   if an agreement was reached, that any transaction would be
   consummated.  A copy of the April 28, 1995 press release is filed as
   an exhibit to this report and is incorporated herein by reference. 

             On April 30, 1995, the Company, Imperial Chemical Industries
   PLC, a corporation organized under the laws of England ("ICI"), and
   GDEN Corporation, a New York corporation and an indirect wholly owned
   subsidiary of ICI ("GDEN"), entered into an Agreement and Plan of
   Merger, dated as of April 30, 1995 (the "Merger Agreement").

             The Merger Agreement, the press release issued in connection
   therewith and the related Corimon Option Agreement (as defined below)
   are filed as exhibits to this report and are incorporated herein by
   reference.  The descriptions of the Merger Agreement and Corimon
   Option Agreement set forth herein do not purport to be complete and
   are qualified in their entirety by the provisions of the Merger
   Agreement and Corimon Option Agreement, as the case may be.

             The Merger Agreement provides, among other things, for the
   acquisition by ICI of all the outstanding Shares through (a) a tender
   offer (the "Offer") for all Shares for $18.10 per Share, net to the
   sellers thereof in cash (the "Per Share Amount"), subject to any
   amounts required to be withheld under applicable federal, state, local
   or foreign income tax regulations and (b) a second-step merger
   pursuant to which GDEN will merge with and into the Company (the
   "Merger") and all outstanding Shares (other than Shares held by the
   Company as treasury stock or owned by ICI, GDEN or any other
   subsidiary of ICI and other than dissenting shares) will be converted
   into the right to receive the Per Share Amount in cash, subject to any
   amounts required to be withheld under applicable federal, state, local
   or foreign income tax regulations.

             The Merger is subject to customary closing conditions,
   including, without limitation, the receipt of shareholder approval by
   the Company's shareholders if required by the Business Corporation Law
   of the State of New York.   In addition, the Merger is subject to ICI
   purchasing Shares pursuant to the Offer.  The Offer is conditioned
   upon, among other things, that there be validly tendered prior to the
   expiration date of the Offer and not withdrawn a number of Shares,
   which, together with the Corimon Shares (as defined below) and any
   other Shares then owned by ICI, represents at least two-thirds of the
   Shares outstanding on a fully diluted basis and expiration of the
   applicable waiting period under the Hart-Scott-Rodino Antitrust
   Improvements Act of 1976, as amended.  The conditions to the Offer are
   set forth in Annex I to the Merger Agreement.

             The Merger Agreement contains certain representations and
   covenants of the Company pending the consummation of the Merger. 
   Generally, the Company must carry on its business in the ordinary
   course consistent with past practice, may not increase dividends on
   the Company Common Stock, amend its certificate of incorporation or
   bylaws, incur certain indebtedness, or implement certain increases in
   employee compensation and benefits (other than as contemplated by the
   Merger Agreement).  In addition, the Company has agreed in the Merger
   Agreement that it will not take any action to solicit a third-party
   acquisition proposal or, subject to the Company's Board of Directors'
   fiduciary duties as advised by counsel, engage in negotiations with,
   or disclose any nonpublic information relating to the Company to or
   afford access to the properties or records of the Company to, any
   third party that may be considering making, or has made, an
   acquisition proposal.  (See Articles IV and VI of the Merger
   Agreement.)

             Corimon Corporation, a Delaware corporation ("Corimon
   Corp.") and Corimon, S.A.C.A., a corporation organized under the laws
   of Venezuela ("Corimon"), have entered into an Option Agreement, dated
   as of April 30, 1995, with ICI and GDEN (the "Corimon Option
   Agreement"), pursuant to which Corimon Corp. has granted to ICI an
   option (the "Option") to purchase 4,025,841 Shares (the "Corimon
   Shares") at a purchase price of $17.50 per Share, upon the terms and
   subject to the conditions set forth in the Corimon Option Agreement. 
   The Corimon Option Agreement provides that, subject to certain
   conditions, the Option may be exercised by ICI in whole but not in
   part at any time prior to the earlier of (i) November 5, 1995 and (ii)
   five business days after the Outside Termination Date (as defined in
   the Merger Agreement) of the Merger Agreement, but only if (i) ICI has
   paid for or accepted for payment all Shares properly tendered and not
   withdrawn pursuant to the Offer (the "Tendered Shares") and (ii) the
   Tendered Shares plus the Corimon Shares constitute not less than a
   majority of the outstanding Shares on a fully diluted basis.  The
   Corimon Option Agreement will terminate in event of termination of the
   Merger Agreement.

             The Merger Agreement may be terminated under certain
   circumstances, including, among others, (1) by mutual consent of the
   Company and ICI; (2) by either the Company or ICI if the Offer has not
   been consummated by August 31, 1995 (provided, however, that such
   termination date may be extended by ICI to a date not later than
   October 31, 1995 if an HSR Authority (as defined in the Merger
   Agreement) has requested certain additional information from any of
   the parties to the Merger Agreement on or prior to August 31, 1995);
   (3) by either the Company or ICI if there exists any law or regulation
   or nonappealable injunction that makes consummation of the Merger
   illegal; (4) by ICI if there has occurred the institution of
   litigation by any HSR Authority challenging the Offer and/or Merger
   under the U.S. antitrust laws; (5) by ICI if (i) the Board of
   Directors of the Company shall have withdrawn or materially modified
   its approval or recommendation of the Offer or the Merger Agreement,
   other than as a result of ICI's breach of the Merger Agreement, (ii)
   the Company has entered into, or publicly announced its intent to
   enter into, an agreement with respect to an acquisition proposal by a
   third party, or (iii) any person (other than ICI or Corimon, or their
   respective affiliates) has become the beneficial owner of at least 25%
   of any class of capital stock of the Company, or Corimon and its
   affiliates own more than 28% of the Shares; or (6) by the Company upon
   the occurrence of either event described in clause (i) or (ii) of the
   preceding clause (5).

              Each party to the Merger Agreement is required to pay its
   own expenses; provided, that if the Merger Agreement is terminated as
   a result of the occurrence of any of the events described in clause
   (5) of the preceding sentence, the Company will be required to
   promptly pay ICI in respect of its expenses an amount equal to $8
   million.

   ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
             EXHIBITS

             (C)  EXHIBITS.

                  99.1      Press Release dated April 28, 1995.

                  99.2      Press Release dated May 1, 1995.

                  99.3      Agreement and Plan of Merger, dated as of
                            April 30, 1995, among the Company, ICI and
                            GDEN.

                  99.4      Option Agreement, dated as of April 30, 1995,
                            among ICI, GDEN, Corimon Corp. and Corimon.

                               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:  May 1, 1995

                                      By:  /s/  Lloyd Frank
                                           Lloyd Frank
                                           Secretary

                             Exhibit Index

   Exhibit

   99.1           Press Release dated April 28, 1995.

   99.2           Press Release dated May 1, 1995.

   99.3           Agreement and Plan of Merger, dated as of April 30,
                  1995, among the Company, ICI and GDEN.

   99.4           Option Agreement, dated as of April 30, 1995, among
                  ICI, GDEN, Corimon Corp. and Corimon.

                                                             EXHIBIT 99.1

                       GROW GROUP MAKES ANNOUNCEMENT

             NEW YORK, NEW YORK, April 28, 1995--Grow Group, Inc.
   (NYSE:GRO), which previously announced that it had authorized Wertheim
   Schroder & Co. Incorporated to assist the Company in considering and
   reviewing alternatives to enhance shareholder value, said today that
   it has entered into negotiations with a third party concerning an
   acquisition of Grow.  The third party, which has substantially
   completed its due diligence review, has proposed to acquire 100% of
   Grow's common stock and has indicated a willingness to pay Grow's
   public stockholders $18.10 per share in cash.  Any such transaction
   would be subject to negotiation and execution of a definitive
   agreement and approval of Grow's Board of Directors.  There can be no
   assurance that any such agreement will be reached, or if an agreement
   is reach[ed] that any transaction will be consummated.

             Grow Group is a leading producer of specialty chemical
   coatings and paints and household products.  Grow operations include
   manufacturing facilities, sales offices and licensees throughout the
   world.

                                   #   #

                                                             EXHIBIT 99.2

                  GROW GROUP IN MERGER AGREEMENT WITH ICI

             NEW YORK, NEW YORK, MAY 1, 1995... Grow Group, Inc. ("Grow")
   (NYSE:GRO) announced today that it has entered into a definitive
   merger agreement pursuant to which Imperial Chemical Industries, PLC,
   an English company ("ICI"), would offer to purchase all the
   outstanding shares of Grow for $18.10 per share. Grow had announced on
   April 28, 1995, that it was in negotiations with a third party
   concerning the acquisition of Grow at such price.  Gros has
   approximately 16.1 million shares outstanding.

             The merger agreement provides for a subsidiary of ICI to
   make a cash tender offer promptly for all outstanding shares of common
   stock of Grow at a price of $18.10 per share.  The tender offer will
   be followed as soon as possible by a second-step cash merger in which
   each share of Grow not acquired in the tender offer or otherwise, will
   be converted into the right to receive $18.10 in cash.

             Grow also stated that Corimon, a Venezuelan corporation
   which owns approximately 25% of Grow's shares, had entered into a
   separate Option Agreement with ICI in which Corimon agreed to sell its
   Grow shares to ICI at a price of $17.50 per share.  ICI's purchase of
   the shares owned by Corimon is conditioned upon ICI's prior
   consummation of the tender offer.

             The Board of Directors of Grow unanimously approved the
   transaction based upon, among other things, an opinion as to the
   fairness of the offer and the merger from Wertheim Schroder & Co.
   Incorporated.

             The tender offer is conditioned on, among other things, the
   valid tender of a number of shares which, when added to the shares
   owned by Corimon, would represent two-thirds of the outstanding shares
   on a fully diluted basis and the expiration or termination of any
   applicable waiting periods under the Hart-Scott-Rodino Antitrust
   Improvements Act of 1976.  The tender offer is scheduled to commence
   later this week.  The merger is expected to be completed as promptly
   as practicable following completion of the tender offer.

             In announcing the execution of the Merger Agreement, Russell
   Banks, President and Chief Executive Officer of Grow, said "We are
   extremely pleased to be able to propose to shareholders what we
   believe represents an attractive opportunity.  At the same time, we
   are confident that our employees and customers will be well served by
   an association with an organization of the reputation and quality of
   ICI."

             Grow Group is a leading producer of specialty chemical
   coatings and paints and household products.  Grow operations include
   manufacturing facilities, sales offices and licensees throughout the
   world.

                                   # # #