As filed with the Securities and Exchange Commission on September 11, 1998.
                   Registration No. 33-_____
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM S-8
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                
                     CALLOWAY'S NURSERY, INC.
       (Exact name of issurer as specified in its charter)

Texas                                                 75-2092519
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)               Identification No.)

  4200 Airport Freeway, Fort Worth, Texas 76117-6200                  
             (Address of Principal Executive Offices)

                   CALLOWAY'S NURSERY, INC., 
                  1996 Stock Option Plan and 
                     1997 Stock Option Plan
                    (Full title of the plan)

           Mr. James C. Estill, 4200 Airport Freeway
                  Fort Worth, Texas 76117-6200
            (Name and address of agent for service)

                          (817) 222-1122
  (Telephone number, including area code, of agent for service)

     The Commission is requested to send copies of all communications and
notices to:

                           Sam Rosen
           Shannon, Gracey, Ratliff & Miller, L.L.P.
                      1600 Bank One Tower
                        500 Throckmorton
                  Fort Worth, Texas 76102-3899
                         (817) 336-9333
                   (817) 336-3735 (telecopy)
                    (Counsel for the Issuer)


                             Page 1


     Approximate date of proposed sale: Sales to optionees of the securities
registered hereunder are expected to take place from time to time after the
effective date of this Registration Statement as and when options are
exercised.

                 CALCULATION OF REGISTRATION FEE


TITLE OF            AMOUNT       PROPOSED       PROPOSE        AMOUNT OF
SECURITIES          TO BE        MAXIMUM        MAXIMUM        REGISTRATION
TO BE               REGISTERED   PRICE PER      AGGREGATE      FEES (6)
REGISTERED                       SHARE          OFFERING            
                                                PRICE

CALLOWAY'S          268,000(1)   $1.66129(4)    $445,225.72    $131.34
NURSERY, INC.       247,500(2)   $1.125 (5)     $278,437.50    $ 82.14
$0.01 PAR VALUE       2,500(3)   $1.66129(4)    $  4,153.23    $  1.23
COMMON STOCK        _________                                 ________

     Totals         518,000                                    $214.71

     (1)  Shares underlying Options available under the 1997 Stock Option Plan.

     (2)  Shares underlying Options presently outstanding under the 1996 Stock
          Option Plan.

     (3)  Shares underlying Options available under the 1996 Stock Option Plan.

     (4)  These shares use to be offered at prices not presently determinable.
          Pursuant to Rule 457(c), the offering price is based upon the average
          of the high and low prices on August 20, 1998, as reported in the
          consolidated reporting system.

     (5)  In accordance with Rule 457(h), each share has been valued at the
          price which the Options relating to it may be exercised.

     (6)  Based on $295 per $1,000,000 of the maximum aggregate price at which
          securities are proposed to be offered. 15 U.S.C. 77F (3) and (4). 


                                Page 2


                              PROSPECTUS


                    CALLOWAY'S NURSERY, INC.
                                
            1996 Stock Option Plan - 250,000 Shares
            1997 Stock Option Plan - 268,000 Shares
                                
                          COMMON STOCK
                  (Par Value $0.01 Per Share)

     This Prospectus relates to the offer and sale from time to time of up to
250,000 shares of common stock, par value $.01, under the 1996 Stock Option
Plan (the "1996 Plan"), and up to 268,000 shares of common stock, $.01 par
value, under the 1997 Stock Option Plan (the "1997 Plan"), of Calloway's
Nursery, Inc. (the "Company") by Selling Shareholders (the "Offering"), and is
prepared in accordance with General Instruction C to Form S-8, to be used in
connection with the resale of control securities acquired or to be acquired by
the Selling Shareholders pursuant the exercise options granted under the
CALLOWAY'S NURSERY, INC. 1997 Stock Option Plan (the "Plan").  See "SELLING
SHAREHOLDERS."

     Selling Shareholders, directly or through agents, dealers or underwriters,
may sell any of the 518,000 shares of common stock (the "Shares") covered under
the 1996 Plan and 1997 Plan, from time to time on terms to be determined at the
time of sale.  To the extent required, the specific number of Shares to be
sold, the names of the Selling Shareholders, respective purchase prices and
public offering prices, the name of any agent, dealer or underwriter, and
applicable discounts or commissions with respect to a particular offer, will be
set forth in an accompanying Prospectus supplement.  See "PLAN OF
DISTRIBUTION."

     This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction.  No person has been authorized to give any information or to make
any representations other than those contained in this Prospectus or the
documents incorporated by reference herein in connection with the Offering made
hereby, and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company or any Selling
Shareholder.  Neither the delivery of this Prospectus or any Prospectus
supplement nor any sale made hereunder or thereunder, shall under any
circumstances create any implication that the information herein or therein is
correct as of any time subsequent to the date of such information.

     The Company's common stock is traded in the over the counter market on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") under the symbol "CLWY".


                              Page 3


    These securities involve a significant degree of risk.  See "Risk Factors."

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
     THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 
     COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF 
     THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
     IS A CRIMINAL OFFICE.


        The date of this Prospectus is September 8, 1998.


                               Page 4


                      AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). These reports, proxy statements, and other information can be
inspected and copied at the offices of the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; and at 500
Throckmorton, 16th Floor, Fort Worth, Texas 76102.  Copies of such material may
be obtained upon the payment of prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. 

         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended on September 30,
          1997 (the "1997 Form 10-K");

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the
          Company's document referred to in (a) above;

     (c)  The description of the Company's Common Stock contained under the 
          caption "Common Stock" in Item 1 of the Form 8-A Registration 
          Statement filed with the Securities and Exchange Commission on or
          about May 17, 1991.

     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 prior to the termination of this offering, shall be deemed to be
incorporated by reference in this Prospectus from the respective dates of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

     The Company will provide without charge to each person to whom this
Prospectus has been delivered, upon written or oral request of such person, a
copy of any or all of the documents that have been incorporated by reference in
this Prospectus, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Any such
requests should be directed to Investor Relations, Calloway's Nursery, Inc.,
4200 Airport Freeway, Fort Worth, Texas 76117-6200, (817) 222-1122.


                              Page 5


                           THE COMPANY

     Calloway's Nursery, Inc. (the "Company"), a Texas Corporation, is a
leading, specialty retailer of lawn and garden products.  The Company presently
operates fourteen retail store locations in the Dallas and Fort Worth markets.

     For additional information regarding the Company, see the 1997 Form 10-K
and other documents incorporated by reference herein.  As of December 14, 1997,
there were approximately 329 shareholders of record of the Company.

     The Company's principal executive offices are located at 4200 Airport
Freeway, Fort Worth, Texas 76117, and its telephone number is (817) 222-1122.

                           RISK FACTORS

     In addition to the other information in this Prospectus, prospective
investors should carefully consider the following factors which individually or
cumulatively could result in the decline or loss in the value of the Shares
offered hereby:

     COMPETITION.  The retail nursery business is highly competitive.  The
Company competes for the loyalty of its customers in the same market with five
other national or regional chains and with a number of grocery  store chains
that sell plants, flowers, seeds and other gardening products.  Most of these
other chains have longer operating histories and considerably greater
financial, marketing and sales than the Company's.  The Company also competes
with many independent nurseries.

     SEASONALITY.  The Company's business is seasonal.  Sales and net income
are typically highest during the third fiscal quarter, which includes the
spring selling season - the period during which most gardening is done in the
Dallas-Fort Worth area.  Gardening activity in the Dallas-Fort Worth area
usually declines after July 1, and sales remain relatively low throughout the
summer season.  The Company typically incurs higher net losses during the first
fiscal quarter, since profit margins on Christmas merchandise are lower than on
the Company's other merchandise.  The second fiscal quarter is somewhat
dependent on weather patterns in a particular year, with an earlier start to
warmer spring weather tending to increase sales and net income.

           LIMITED TRADING MARKET FOR COMMON STOCK MAY LIMIT LIQUIDITY 

     The Company has only limited trading for its shares of Common Stock on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"). This limited trading market as such may be highly volatile and may
not be reflective of the actual price for which shares of the Common Stock may
be sold.


                              Page 6


                       SELLING SHAREHOLDERS

     The following table sets forth certain information as of July 1, 1998
regarding the common stock of the Company beneficially owned by the selling
shareholders, and any position, office or other material relationship which the
Selling Shareholders have had in the past three years which the Selling
Shareholders have had in the past three years with the Company.  The table also
sets forth the number of Shares of Common Stock each Selling Shareholder (1)
owned of record as of July 1, 1998, (2) has acquired pursuant to the exercise
of options granted under the 1997 Stock Option Plan, all of which Shares may be
sold under this Prospectus, (3) may acquire pursuant to exercise of stock
options (whether or not they are presently exercisable) previously granted
under the Company's 1996 Plan and/or 1997 Plan, all of which Shares may be sold
under this Prospectus, and (4) will own after the completion of this offering,
assuming all Shares offered are sold.

NAME      POSITION,      SHARES          SHARES         SHARES      NUMBER
 (1)      OFFICE OR      BENEFICIALLY    ACQUIRED       SUBJECT     OF SHARES
          MATERIAL       OWNED AS OF     UNDER THE      TO OPTIONS  OF COMMON
          RELATIONSHIP   JULY 1, 1998    PLANS & HELD   GRANTED     STOCK     
                         (2)             SUBJECT TO     UNDER THE   OWNED
                                         THIS OFFERING  PLAN, BUT   AFTER SALE
                                                        NOT YET     (3)
                                                        EXERCISED

JOHN S.   Vice           135,184         0              25,000      135,184
PETERS    President-
          Operations
          and Director           

DAVID S.  Vice           127,623         0              15,000     127,623
WEGER     President-
          Merchandising

DANIEL G. Vice            77,610         0              16,000      77,610
REYNOLDS  President
          & CFO          _______         _______        ______     _______

TOTAL                    340,417         0              56,000     340,417

     (1)  Accept as otherwise noted, each of the persons named has sole voting
          and dispositive power with respect to the Shares reported.

     (2)  Includes all Shares for which beneficial ownership is deemed pursuant
          to Rule 13(d)(3) under the Exchange Act.      

     (3)  Assumes that all Shares offered are sold, that no additional Shares
          will be purchased and that no additional Shares will be sold.  Based
          on these assumptions, no Selling Shareholders will own 1% or more of
          the Common Stock.


                               Page 7


                       PLAN OF DISTRIBUTION

     The Company will not receive any of the proceeds from sales of the Shares
owned by the Selling Shareholders. Generally, all costs, expenses, and fees
incurred in connection with the registration of the Shares offered hereby will
be borne by the Company. However, the Selling Shareholders will bear all
brokerage commissions and discounts and other costs and expenses attributable
to the sale of their Shares offered hereby.

     Shares owned by a Selling Shareholder may be sold from time to time to
purchasers directly by such Selling Shareholder. Alternatively, the Selling
Shareholders may from time to time offer their respective Shares in one or more
transactions (which may involve block transactions) (i) through underwriters;
(ii) through dealers; (iii) "at the market" to or through a market maker or
into an existing trading market, in the over-the-counter market or otherwise,
or in other ways not involving market makers or established trading markets;
(iv) in privately negotiated transactions; or (v) in a combination of any such
transactions. Such transactions may be effected by any Selling Shareholder
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices. At the time
a particular offer of Shares is made, a Prospectus supplement, if required,
will be distributed that will set forth the aggregate amount of Shares being
offered and the terms of the Offering, including the name or names of any
underwriters, dealers or agents, any discounts, commissions and other items
constituting compensation from the Selling Shareholder and any discounts,
commissions or concessions allowed or reallowed or paid to dealers.

     If an underwriter or underwriters are utilized in a firm commitment public
offering, the Selling Shareholders will execute a firm commitment underwriting
agreement with such underwriters. If a dealer is utilized in the sale of its
Shares, the Selling Shareholder will sell such Shares to the dealer,
as principal. The dealer may then resell such Shares to the public at varying
prices to be determined by such dealer at the time of resale.

     Sales of Shares "at the market" and not at a fixed price into an existing
trading market for the Shares, in the over-the-counter market or otherwise, may
be made to or through one or more underwriters, acting as principal or as
agent, as shall be specified in an accompanying Prospectus supplement. Other
sales may be made, directly or through agents, to purchasers outside existing
trading markets.

     The place and time of delivery for a particular offer of the Shares will
be set forth in an accompanying Prospectus supplement, if required.

     Any brokers or dealers that participate with the Selling Shareholders in
offers and sales of the Shares offered hereby (and any other participating
brokers and dealers) may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), and any
commissions or discounts received by such broker-dealers and any profit on the
sale of the Shares by such broker-dealers may be deemed underwriting discounts
and commissions under the Securities Act.


                              Page 8


     The Company has informed the Selling Shareholders of the need for delivery
of a copy of this Prospectus.  There is no assurance that any of the Selling
Shareholders offers for sale or sell any or all of the Common Stock covered by
this Prospectus.

            INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Sections 2.02A(16) and 2.02-1 of the Texas Business Corporation Act
empowers a corporation to indemnify its directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers. The Company's articles of incorporation and bylaws
provide for the indemnification of its directors and officers to the full
extent permitted by law.

     In particular, the Company shall indemnify to the fullest extent permitted
by law any person who is made a named defendant or respondent in any action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, or in any appeal in such an action, suit, or proceeding, by
reason of the fact that he or she is or was a director, advisory director, or
officer of the Company, against all expenses (including attorney's fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such director, advisory director, or officer in connection with any
such action, suit, or proceeding. The Company may indemnify other persons,
as permitted by law. The Company shall pay or reimburse expenses to directors,
advisory directors, and officers and may pay or reimburse expenses to other
persons, as permitted by law. The Company may purchase and maintain insurance,
create a trust fund, establish any form of self-insurance, secure its indemnity
obligation by grant of a security interest or other lien on the assets of the
Company, establish a letter of credit, guaranty or surety arrangement, or other
arrangement on behalf of directors, advisory directors, officers, or other
persons, against any liability asserted against such persons in their
capacities as directors, advisory directors, officers, or otherwise, of the
Company, whether or not the Company would have the power to indemnify such
directors, advisory directors, officers, or other persons against such
liability, as permitted by law. 

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

                          LEGAL OPINION

     Shannon, Gracey, Ratliff & Miller, L.L.P.,  of Fort Worth, Texas, which
has represented the Company in this offering, has delivered an opinion that the
Shares, covered by this Prospectus, to be issued upon the exercise of options
granted under the plans, will, when issued under the circumstances assumed in
such opinion, be validly issued, fully paid and non-assessable.


                             Page 9


                             EXPERTS

     The consolidated balance sheets of the Company as of September 30, 1997
and 1996, and the related consolidated statements of operations, shareholders'
equity, and cash flows for each of the three years in the period ended
September 30, 1997, incorporated by reference in this prospectus, have been
incorporated by reference herein in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.


                               Page 10


                                                      CALLOWAY'S NURSERY, INC.
 

     TABLE OF CONTENTS                 PAGE

AVAILABLE INFORMATION................   5    

INCORPORATION OF CERTAIN 
DOCUMENTS BY REFERENCE...............   5              __________________

THE COMPANY..........................   6  

RISK FACTORS.........................   6              1996 Stock Option Plan
                                                           250,000 SHARES
SELLING SHAREHOLDERS.................   7              1997 Stock Option Plan
                                                           268,000 SHARES
PLAN OF DISTRIBUTION.................   8                               
                                                             COMMON STOCK
INDEMNIFICATION......................   9                  $0.01 PAR VALUE

LEGAL OPINION........................   9
                                                
EXPERTS..............................   10

               ____________________
                                                              PROSPECTUS
                                                         ____________________

                                                          September 8, 1998

                              Page 11


                             PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are
incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended September 30,
          1997; 

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the
          Registrant's document referred to in (a) above;

     (c)  The description of the Registrant's Common Stock contained under the
          caption "Common Stock" in Item 1 of the Form 8-A Registration
          Statement filed with the Securities and Exchange Commission on or
          about May 17, 1991;

     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 herein and shall be
deemed to be a part hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     The Shares being offered hereunder are registered under Section 12 of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Neither any expert named in the Registration Statement as having prepared
or certified any part hereof (or as named as having prepared or certified a
report or valuation for use in connection with the Registration Statement), nor
any counsel for the Company or Selling Shareholders named in the Prospectus or
reoffer Prospectus as having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of such securities, was employed for such purpose on a
contingent basis, or at the time of such preparation, certification or opinion
or at any time thereafter through the date of effectiveness of this
Registration Statement or that part of this Registration Statement to which such
preparation, certification or opinion relates, had, or is to receive in
connection with the Offering, a substantial interest, direct or indirect, in
the Company or was connected with the Company as a promoter, underwriter,
voting trustee, director, officer, or employee.


                              Page 12


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Sections 2.02A(16) and 2.02-1 of the Texas Business Corporation Act
empowers a corporation to indemnify its directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers. The Company's articles of incorporation and bylaws
provide for the indemnification of its directors and officers to the full
extent permitted by law.

     In particular, the Company shall indemnify to the fullest extent permitted
by law any person who is made a named defendant or respondent in any action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, or in any appeal in such an action, suit, or proceeding, by
reason of the fact that he or she is or was a director, advisory director, or
officer of the Company, against all expenses (including attorneys  fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such director, advisory director, or officer in connection with any
such action, suit, or proceeding. The Company may indemnify other persons, as
permitted by law. The Company shall pay or reimburse expenses to directors,
advisory directors, and officers and may pay or reimburse expenses to other
persons, as permitted by law. The Company may purchase and maintain insurance,
create a trust fund, establish any form of self-insurance, secure its indemnity
obligation by grant of a security interest or other lien on the assets of the
Company, establish a letter of credit, guaranty or surety arrangement, or other
arrangement on behalf of directors, advisory directors, officers, or other
persons, against any liability asserted against such persons in their
capacities as directors, advisory directors, officers, or otherwise, of the
Company, whether or not the Company would have the power to indemnify such
directors, advisory directors, officers, or other persons against such
liability, as permitted by law. 

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     A total of 18,083.75 of the Shares being reoffered or resold pursuant to
this Registration Statement are restricted securities. All such securities were
issued pursuant to Section (2) of the Securities Act.

ITEM 8. EXHIBITS

     4a   Articles of Incorporation, and all amendments thereto, of Registrant
          (Exhibit 3(a)) (1)
 
     4b   Bylaws, and all amendments thereto, of Registrant (Exhibit 3(b)) (1)

     4c   Rights Agreement of the Registrant dated April 17, 1991 (Exhibit
          4(b)) (1)


                              Page 13


     5    Opinion and Consent of Shannon, Gracey, Ratliff & Miller, L.L.P. (4)

     23   Consent of PricewaterhouseCoopers LLP, independent certified public
          accountants (4)

     99a  1996 Stock Option Plan of Calloway's Nursery, Inc. (Exhibit A) (2)

     99b  1997 Stock Option Plan of Calloway's Nursery, Inc. (Exhibit A) (3)

______________

     (1)  Incorporated by reference to the Exhibit shown in parenthesis filed
          in Registration Statement No. 33-40473 on Form S-1, and amendments
          thereto, filed by the Company with the Securities and Exchange
          Commission and effective on June 26, 1991.

     (2)  Incorporated by reference to the Exhibit shown in parenthesis to the
          Company's Proxy Statement for its 1997 Annual Meeting of
          Shareholders.   

     (3)  Incorporated by reference to the Exhibit shown in parenthesis to the
          Company's Proxy Statement for its 1998 Annual Meeting of
          Shareholders.
     
     (4)  Filed herewith.

ITEM 9.  UNDERTAKINGS.

     (a)  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 amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the
                   Registration Statement;

            (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;


                              Page 14


           Provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 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.

     (b) 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.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities 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 the Act and will be governed by the final
adjudication of such issue.

                        POWER OF ATTORNEY

Know All Men By These Presents that each person whose signature appears on the
signature pages of this Registration Statement constitutes and appoints James
C. Estill and John T. Cosby and each of them, or any one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, or any of them, full power


                              Page 15


and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any one of them or his substitutes,
may lawfully do or cause to be done by virtue hereof.

                            SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Fort Worth, State of Texas, on September 8,
1998.


                               Page 16


                                          CALLOWAY'S NURSERY, INC.
                                          (Registrant)


Date: September 8, 1998                      By:   /s/ JAMES C. ESTILL
                                             James C. Estill, President

                                             By:  /s/ DANIEL G. REYNOLDS
                                             Daniel G. Reynolds, Vice President
                                             and Chief Financial Officer

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


SIGNATURE           TITLE                    DATE


/s/JAMES C. ESTILL  Chairman of the Board,   September 8, 1998
James C. Estill     President and Chief
                    Executive Officer 
                    (Principal Executive 
                    Officer and Director)

/s/JOHN T. COSBY    Vice President -         September 8, 1998
John T. Cosby       Corporate Development    
                    Secretary and Director

/s/JOHN S. PETERS   Vice President -         September 8, 1998
John S. Peters      Operations            


/s/ROBERT E. GLAZE  Director                 September 8, 1998
Robert E. Glaze                              

/s/STANLEY BLOCK    Director                 September 8, 1998
Stanley Block


                               Page 17


                        INDEX TO EXHIBITS



EXHIBIT                                                            SEQUENTIALLY
NUMBER                 EXHIBIT                                     NUMBERED
                                                                   PAGE


4a        Articles of Incorporation, and all amendments thereto,          
          of Registrant


4b        Bylaws, and all amendments thereto, of Registrant          


4c        Rights Agreement of the Registrant dated July 1, 1991      


5         Opinion and Consent of Shannon, Gracey, Ratliff &
          Miller L.L.P.      


23a       Consent of PricewaterhouseCoopers LLP, independent        
          certified public accountants


99a       1996 Incentive Stock Plan of Calloway's Nursery, Inc.       


99b       1997 Incentive Stock Plan of Calloway's Nursery, Inc.       


                               Page 18
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 37757}]
{"company-data": {"conformed-name": "CALLOWAYS NURSERY INC", "cik": "0000874759", "assigned-sic": "5200", "irs-number": "752092519", "state-of-incorporation": "TX", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63291", "film-number": "98708255"}, "business-address": {"street1": "4200 AIRPORT FREEWAY", "city": "FORT WORTH", "state": "TX", "zip": "76117-6200", "phone": "8176248222"}, "mail-address": {"street1": "4800 BLUE MOUND ROAD", "city": "FORT WORTH", "state": "TX", "zip": "76106-1911"}}
As filed with the Securities and Exchange Commission on September 11, 1998.
                   Registration No. 33-_____
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM S-8
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                
                     CALLOWAY'S NURSERY, INC.
       (Exact name of issurer as specified in its charter)

Texas                                                 75-2092519
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)               Identification No.)

  4200 Airport Freeway, Fort Worth, Texas 76117-6200                  
             (Address of Principal Executive Offices)

                   CALLOWAY'S NURSERY, INC., 
                  1996 Stock Option Plan and 
                     1997 Stock Option Plan
                    (Full title of the plan)

           Mr. James C. Estill, 4200 Airport Freeway
                  Fort Worth, Texas 76117-6200
            (Name and address of agent for service)

                          (817) 222-1122
  (Telephone number, including area code, of agent for service)

     The Commission is requested to send copies of all communications and
notices to:

                           Sam Rosen
           Shannon, Gracey, Ratliff & Miller, L.L.P.
                      1600 Bank One Tower
                        500 Throckmorton
                  Fort Worth, Texas 76102-3899
                         (817) 336-9333
                   (817) 336-3735 (telecopy)
                    (Counsel for the Issuer)

                             Page 1

     Approximate date of proposed sale: Sales to optionees of the securities
registered hereunder are expected to take place from time to time after the
effective date of this Registration Statement as and when options are
exercised.

                 CALCULATION OF REGISTRATION FEE

TITLE OF            AMOUNT       PROPOSED       PROPOSE        AMOUNT OF
SECURITIES          TO BE        MAXIMUM        MAXIMUM        REGISTRATION
TO BE               REGISTERED   PRICE PER      AGGREGATE      FEES (6)
REGISTERED                       SHARE          OFFERING            
                                                PRICE

CALLOWAY'S          268,000(1)   $1.66129(4)    $445,225.72    $131.34
NURSERY, INC.       247,500(2)   $1.125 (5)     $278,437.50    $ 82.14
$0.01 PAR VALUE       2,500(3)   $1.66129(4)    $  4,153.23    $  1.23
COMMON STOCK        _________                                 ________

     Totals         518,000                                    $214.71

     (1)  Shares underlying Options available under the 1997 Stock Option Plan.

     (2)  Shares underlying Options presently outstanding under the 1996 Stock
          Option Plan.

     (3)  Shares underlying Options available under the 1996 Stock Option Plan.

     (4)  These shares use to be offered at prices not presently determinable.
          Pursuant to Rule 457(c), the offering price is based upon the average
          of the high and low prices on August 20, 1998, as reported in the
          consolidated reporting system.

     (5)  In accordance with Rule 457(h), each share has been valued at the
          price which the Options relating to it may be exercised.

     (6)  Based on $295 per $1,000,000 of the maximum aggregate price at which
          securities are proposed to be offered. 15 U.S.C. 77F (3) and (4). 

                                Page 2

                              PROSPECTUS

                    CALLOWAY'S NURSERY, INC.
                                
            1996 Stock Option Plan - 250,000 Shares
            1997 Stock Option Plan - 268,000 Shares
                                
                          COMMON STOCK
                  (Par Value $0.01 Per Share)

     This Prospectus relates to the offer and sale from time to time of up to
250,000 shares of common stock, par value $.01, under the 1996 Stock Option
Plan (the "1996 Plan"), and up to 268,000 shares of common stock, $.01 par
value, under the 1997 Stock Option Plan (the "1997 Plan"), of Calloway's
Nursery, Inc. (the "Company") by Selling Shareholders (the "Offering"), and is
prepared in accordance with General Instruction C to Form S-8, to be used in
connection with the resale of control securities acquired or to be acquired by
the Selling Shareholders pursuant the exercise options granted under the
CALLOWAY'S NURSERY, INC. 1997 Stock Option Plan (the "Plan").  See "SELLING
SHAREHOLDERS."

     Selling Shareholders, directly or through agents, dealers or underwriters,
may sell any of the 518,000 shares of common stock (the "Shares") covered under
the 1996 Plan and 1997 Plan, from time to time on terms to be determined at the
time of sale.  To the extent required, the specific number of Shares to be
sold, the names of the Selling Shareholders, respective purchase prices and
public offering prices, the name of any agent, dealer or underwriter, and
applicable discounts or commissions with respect to a particular offer, will be
set forth in an accompanying Prospectus supplement.  See "PLAN OF
DISTRIBUTION."

     This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction.  No person has been authorized to give any information or to make
any representations other than those contained in this Prospectus or the
documents incorporated by reference herein in connection with the Offering made
hereby, and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company or any Selling
Shareholder.  Neither the delivery of this Prospectus or any Prospectus
supplement nor any sale made hereunder or thereunder, shall under any
circumstances create any implication that the information herein or therein is
correct as of any time subsequent to the date of such information.

     The Company's common stock is traded in the over the counter market on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") under the symbol "CLWY".

                              Page 3

    These securities involve a significant degree of risk.  See "Risk Factors."

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
     THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 
     COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF 
     THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
     IS A CRIMINAL OFFICE.

        The date of this Prospectus is September 8, 1998.

                               Page 4

                      AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). These reports, proxy statements, and other information can be
inspected and copied at the offices of the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; and at 500
Throckmorton, 16th Floor, Fort Worth, Texas 76102.  Copies of such material may
be obtained upon the payment of prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. 

         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended on September 30,
          1997 (the "1997 Form 10-K");

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the
          Company's document referred to in (a) above;

     (c)  The description of the Company's Common Stock contained under the 
          caption "Common Stock" in Item 1 of the Form 8-A Registration 
          Statement filed with the Securities and Exchange Commission on or
          about May 17, 1991.

     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 prior to the termination of this offering, shall be deemed to be
incorporated by reference in this Prospectus from the respective dates of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

     The Company will provide without charge to each person to whom this
Prospectus has been delivered, upon written or oral request of such person, a
copy of any or all of the documents that have been incorporated by reference in
this Prospectus, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Any such
requests should be directed to Investor Relations, Calloway's Nursery, Inc.,
4200 Airport Freeway, Fort Worth, Texas 76117-6200, (817) 222-1122.

                              Page 5

                           THE COMPANY

     Calloway's Nursery, Inc. (the "Company"), a Texas Corporation, is a
leading, specialty retailer of lawn and garden products.  The Company presently
operates fourteen retail store locations in the Dallas and Fort Worth markets.

     For additional information regarding the Company, see the 1997 Form 10-K
and other documents incorporated by reference herein.  As of December 14, 1997,
there were approximately 329 shareholders of record of the Company.

     The Company's principal executive offices are located at 4200 Airport
Freeway, Fort Worth, Texas 76117, and its telephone number is (817) 222-1122.

                           RISK FACTORS

     In addition to the other information in this Prospectus, prospective
investors should carefully consider the following factors which individually or
cumulatively could result in the decline or loss in the value of the Shares
offered hereby:

     COMPETITION.  The retail nursery business is highly competitive.  The
Company competes for the loyalty of its customers in the same market with five
other national or regional chains and with a number of grocery  store chains
that sell plants, flowers, seeds and other gardening products.  Most of these
other chains have longer operating histories and considerably greater
financial, marketing and sales than the Company's.  The Company also competes
with many independent nurseries.

     SEASONALITY.  The Company's business is seasonal.  Sales and net income
are typically highest during the third fiscal quarter, which includes the
spring selling season - the period during which most gardening is done in the
Dallas-Fort Worth area.  Gardening activity in the Dallas-Fort Worth area
usually declines after July 1, and sales remain relatively low throughout the
summer season.  The Company typically incurs higher net losses during the first
fiscal quarter, since profit margins on Christmas merchandise are lower than on
the Company's other merchandise.  The second fiscal quarter is somewhat
dependent on weather patterns in a particular year, with an earlier start to
warmer spring weather tending to increase sales and net income.

           LIMITED TRADING MARKET FOR COMMON STOCK MAY LIMIT LIQUIDITY 

     The Company has only limited trading for its shares of Common Stock on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"). This limited trading market as such may be highly volatile and may
not be reflective of the actual price for which shares of the Common Stock may
be sold.

                              Page 6

                       SELLING SHAREHOLDERS

     The following table sets forth certain information as of July 1, 1998
regarding the common stock of the Company beneficially owned by the selling
shareholders, and any position, office or other material relationship which the
Selling Shareholders have had in the past three years which the Selling
Shareholders have had in the past three years with the Company.  The table also
sets forth the number of Shares of Common Stock each Selling Shareholder (1)
owned of record as of July 1, 1998, (2) has acquired pursuant to the exercise
of options granted under the 1997 Stock Option Plan, all of which Shares may be
sold under this Prospectus, (3) may acquire pursuant to exercise of stock
options (whether or not they are presently exercisable) previously granted
under the Company's 1996 Plan and/or 1997 Plan, all of which Shares may be sold
under this Prospectus, and (4) will own after the completion of this offering,
assuming all Shares offered are sold.

NAME      POSITION,      SHARES          SHARES         SHARES      NUMBER
 (1)      OFFICE OR      BENEFICIALLY    ACQUIRED       SUBJECT     OF SHARES
          MATERIAL       OWNED AS OF     UNDER THE      TO OPTIONS  OF COMMON
          RELATIONSHIP   JULY 1, 1998    PLANS & HELD   GRANTED     STOCK     
                         (2)             SUBJECT TO     UNDER THE   OWNED
                                         THIS OFFERING  PLAN, BUT   AFTER SALE
                                                        NOT YET     (3)
                                                        EXERCISED

JOHN S.   Vice           135,184         0              25,000      135,184
PETERS    President-
          Operations
          and Director           

DAVID S.  Vice           127,623         0              15,000     127,623
WEGER     President-
          Merchandising

DANIEL G. Vice            77,610         0              16,000      77,610
REYNOLDS  President
          & CFO          _______         _______        ______     _______

TOTAL                    340,417         0              56,000     340,417

     (1)  Accept as otherwise noted, each of the persons named has sole voting
          and dispositive power with respect to the Shares reported.

     (2)  Includes all Shares for which beneficial ownership is deemed pursuant
          to Rule 13(d)(3) under the Exchange Act.      

     (3)  Assumes that all Shares offered are sold, that no additional Shares
          will be purchased and that no additional Shares will be sold.  Based
          on these assumptions, no Selling Shareholders will own 1% or more of
          the Common Stock.

                               Page 7

                       PLAN OF DISTRIBUTION

     The Company will not receive any of the proceeds from sales of the Shares
owned by the Selling Shareholders. Generally, all costs, expenses, and fees
incurred in connection with the registration of the Shares offered hereby will
be borne by the Company. However, the Selling Shareholders will bear all
brokerage commissions and discounts and other costs and expenses attributable
to the sale of their Shares offered hereby.

     Shares owned by a Selling Shareholder may be sold from time to time to
purchasers directly by such Selling Shareholder. Alternatively, the Selling
Shareholders may from time to time offer their respective Shares in one or more
transactions (which may involve block transactions) (i) through underwriters;
(ii) through dealers; (iii) "at the market" to or through a market maker or
into an existing trading market, in the over-the-counter market or otherwise,
or in other ways not involving market makers or established trading markets;
(iv) in privately negotiated transactions; or (v) in a combination of any such
transactions. Such transactions may be effected by any Selling Shareholder
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices. At the time
a particular offer of Shares is made, a Prospectus supplement, if required,
will be distributed that will set forth the aggregate amount of Shares being
offered and the terms of the Offering, including the name or names of any
underwriters, dealers or agents, any discounts, commissions and other items
constituting compensation from the Selling Shareholder and any discounts,
commissions or concessions allowed or reallowed or paid to dealers.

     If an underwriter or underwriters are utilized in a firm commitment public
offering, the Selling Shareholders will execute a firm commitment underwriting
agreement with such underwriters. If a dealer is utilized in the sale of its
Shares, the Selling Shareholder will sell such Shares to the dealer,
as principal. The dealer may then resell such Shares to the public at varying
prices to be determined by such dealer at the time of resale.

     Sales of Shares "at the market" and not at a fixed price into an existing
trading market for the Shares, in the over-the-counter market or otherwise, may
be made to or through one or more underwriters, acting as principal or as
agent, as shall be specified in an accompanying Prospectus supplement. Other
sales may be made, directly or through agents, to purchasers outside existing
trading markets.

     The place and time of delivery for a particular offer of the Shares will
be set forth in an accompanying Prospectus supplement, if required.

     Any brokers or dealers that participate with the Selling Shareholders in
offers and sales of the Shares offered hereby (and any other participating
brokers and dealers) may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), and any
commissions or discounts received by such broker-dealers and any profit on the
sale of the Shares by such broker-dealers may be deemed underwriting discounts
and commissions under the Securities Act.

                              Page 8

     The Company has informed the Selling Shareholders of the need for delivery
of a copy of this Prospectus.  There is no assurance that any of the Selling
Shareholders offers for sale or sell any or all of the Common Stock covered by
this Prospectus.

            INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Sections 2.02A(16) and 2.02-1 of the Texas Business Corporation Act
empowers a corporation to indemnify its directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers. The Company's articles of incorporation and bylaws
provide for the indemnification of its directors and officers to the full
extent permitted by law.

     In particular, the Company shall indemnify to the fullest extent permitted
by law any person who is made a named defendant or respondent in any action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, or in any appeal in such an action, suit, or proceeding, by
reason of the fact that he or she is or was a director, advisory director, or
officer of the Company, against all expenses (including attorney's fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such director, advisory director, or officer in connection with any
such action, suit, or proceeding. The Company may indemnify other persons,
as permitted by law. The Company shall pay or reimburse expenses to directors,
advisory directors, and officers and may pay or reimburse expenses to other
persons, as permitted by law. The Company may purchase and maintain insurance,
create a trust fund, establish any form of self-insurance, secure its indemnity
obligation by grant of a security interest or other lien on the assets of the
Company, establish a letter of credit, guaranty or surety arrangement, or other
arrangement on behalf of directors, advisory directors, officers, or other
persons, against any liability asserted against such persons in their
capacities as directors, advisory directors, officers, or otherwise, of the
Company, whether or not the Company would have the power to indemnify such
directors, advisory directors, officers, or other persons against such
liability, as permitted by law. 

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

                          LEGAL OPINION

     Shannon, Gracey, Ratliff & Miller, L.L.P.,  of Fort Worth, Texas, which
has represented the Company in this offering, has delivered an opinion that the
Shares, covered by this Prospectus, to be issued upon the exercise of options
granted under the plans, will, when issued under the circumstances assumed in
such opinion, be validly issued, fully paid and non-assessable.

                             Page 9

                             EXPERTS

     The consolidated balance sheets of the Company as of September 30, 1997
and 1996, and the related consolidated statements of operations, shareholders'
equity, and cash flows for each of the three years in the period ended
September 30, 1997, incorporated by reference in this prospectus, have been
incorporated by reference herein in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.

                               Page 10

                                                      CALLOWAY'S NURSERY, INC.
 

     TABLE OF CONTENTS                 PAGE

AVAILABLE INFORMATION................   5    

INCORPORATION OF CERTAIN 
DOCUMENTS BY REFERENCE...............   5              __________________

THE COMPANY..........................   6  

RISK FACTORS.........................   6              1996 Stock Option Plan
                                                           250,000 SHARES
SELLING SHAREHOLDERS.................   7              1997 Stock Option Plan
                                                           268,000 SHARES
PLAN OF DISTRIBUTION.................   8                               
                                                             COMMON STOCK
INDEMNIFICATION......................   9                  $0.01 PAR VALUE

LEGAL OPINION........................   9
                                                
EXPERTS..............................   10

               ____________________
                                                              PROSPECTUS
                                                         ____________________

                                                          September 8, 1998

                              Page 11

                             PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are
incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended September 30,
          1997; 

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the
          Registrant's document referred to in (a) above;

     (c)  The description of the Registrant's Common Stock contained under the
          caption "Common Stock" in Item 1 of the Form 8-A Registration
          Statement filed with the Securities and Exchange Commission on or
          about May 17, 1991;

     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 herein and shall be
deemed to be a part hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     The Shares being offered hereunder are registered under Section 12 of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Neither any expert named in the Registration Statement as having prepared
or certified any part hereof (or as named as having prepared or certified a
report or valuation for use in connection with the Registration Statement), nor
any counsel for the Company or Selling Shareholders named in the Prospectus or
reoffer Prospectus as having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of such securities, was employed for such purpose on a
contingent basis, or at the time of such preparation, certification or opinion
or at any time thereafter through the date of effectiveness of this
Registration Statement or that part of this Registration Statement to which such
preparation, certification or opinion relates, had, or is to receive in
connection with the Offering, a substantial interest, direct or indirect, in
the Company or was connected with the Company as a promoter, underwriter,
voting trustee, director, officer, or employee.

                              Page 12

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Sections 2.02A(16) and 2.02-1 of the Texas Business Corporation Act
empowers a corporation to indemnify its directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers. The Company's articles of incorporation and bylaws
provide for the indemnification of its directors and officers to the full
extent permitted by law.

     In particular, the Company shall indemnify to the fullest extent permitted
by law any person who is made a named defendant or respondent in any action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, or in any appeal in such an action, suit, or proceeding, by
reason of the fact that he or she is or was a director, advisory director, or
officer of the Company, against all expenses (including attorneys  fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such director, advisory director, or officer in connection with any
such action, suit, or proceeding. The Company may indemnify other persons, as
permitted by law. The Company shall pay or reimburse expenses to directors,
advisory directors, and officers and may pay or reimburse expenses to other
persons, as permitted by law. The Company may purchase and maintain insurance,
create a trust fund, establish any form of self-insurance, secure its indemnity
obligation by grant of a security interest or other lien on the assets of the
Company, establish a letter of credit, guaranty or surety arrangement, or other
arrangement on behalf of directors, advisory directors, officers, or other
persons, against any liability asserted against such persons in their
capacities as directors, advisory directors, officers, or otherwise, of the
Company, whether or not the Company would have the power to indemnify such
directors, advisory directors, officers, or other persons against such
liability, as permitted by law. 

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     A total of 18,083.75 of the Shares being reoffered or resold pursuant to
this Registration Statement are restricted securities. All such securities were
issued pursuant to Section (2) of the Securities Act.

ITEM 8. EXHIBITS

     4a   Articles of Incorporation, and all amendments thereto, of Registrant
          (Exhibit 3(a)) (1)
 
     4b   Bylaws, and all amendments thereto, of Registrant (Exhibit 3(b)) (1)

     4c   Rights Agreement of the Registrant dated April 17, 1991 (Exhibit
          4(b)) (1)

                              Page 13

     5    Opinion and Consent of Shannon, Gracey, Ratliff & Miller, L.L.P. (4)

     23   Consent of PricewaterhouseCoopers LLP, independent certified public
          accountants (4)

     99a  1996 Stock Option Plan of Calloway's Nursery, Inc. (Exhibit A) (2)

     99b  1997 Stock Option Plan of Calloway's Nursery, Inc. (Exhibit A) (3)

______________

     (1)  Incorporated by reference to the Exhibit shown in parenthesis filed
          in Registration Statement No. 33-40473 on Form S-1, and amendments
          thereto, filed by the Company with the Securities and Exchange
          Commission and effective on June 26, 1991.

     (2)  Incorporated by reference to the Exhibit shown in parenthesis to the
          Company's Proxy Statement for its 1997 Annual Meeting of
          Shareholders.   

     (3)  Incorporated by reference to the Exhibit shown in parenthesis to the
          Company's Proxy Statement for its 1998 Annual Meeting of
          Shareholders.
     
     (4)  Filed herewith.

ITEM 9.  UNDERTAKINGS.

     (a)  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 amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the
                   Registration Statement;

            (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;

                              Page 14

           Provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 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.

     (b) 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.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities 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 the Act and will be governed by the final
adjudication of such issue.

                        POWER OF ATTORNEY

Know All Men By These Presents that each person whose signature appears on the
signature pages of this Registration Statement constitutes and appoints James
C. Estill and John T. Cosby and each of them, or any one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, or any of them, full power

                              Page 15

and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any one of them or his substitutes,
may lawfully do or cause to be done by virtue hereof.

                            SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Fort Worth, State of Texas, on September 8,
1998.

                               Page 16

                                          CALLOWAY'S NURSERY, INC.
                                          (Registrant)

Date: September 8, 1998                      By:   /s/ JAMES C. ESTILL
                                             James C. Estill, President

                                             By:  /s/ DANIEL G. REYNOLDS
                                             Daniel G. Reynolds, Vice President
                                             and Chief Financial Officer

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE           TITLE                    DATE

/s/JAMES C. ESTILL  Chairman of the Board,   September 8, 1998
James C. Estill     President and Chief
                    Executive Officer 
                    (Principal Executive 
                    Officer and Director)

/s/JOHN T. COSBY    Vice President -         September 8, 1998
John T. Cosby       Corporate Development    
                    Secretary and Director

/s/JOHN S. PETERS   Vice President -         September 8, 1998
John S. Peters      Operations            

/s/ROBERT E. GLAZE  Director                 September 8, 1998
Robert E. Glaze                              

/s/STANLEY BLOCK    Director                 September 8, 1998
Stanley Block

                               Page 17

                        INDEX TO EXHIBITS

EXHIBIT                                                            SEQUENTIALLY
NUMBER                 EXHIBIT                                     NUMBERED
                                                                   PAGE

4a        Articles of Incorporation, and all amendments thereto,          
          of Registrant

4b        Bylaws, and all amendments thereto, of Registrant          

4c        Rights Agreement of the Registrant dated July 1, 1991      

5         Opinion and Consent of Shannon, Gracey, Ratliff &
          Miller L.L.P.      

23a       Consent of PricewaterhouseCoopers LLP, independent        
          certified public accountants

99a       1996 Incentive Stock Plan of Calloway's Nursery, Inc.       

99b       1997 Incentive Stock Plan of Calloway's Nursery, Inc.       

                               Page 18