Rule 424(b)(3)
33-82758
SUPPLEMENT DATED JULY 9, 1998 TO U.S. HOME & GARDEN INC.
(THE "COMPANY") PROSPECTUS DATED DECEMBER 20, 1995
This Supplement dated July 9, 1998 to the Company's Prospectus dated
December 20, 1995 is being furnished to holders of the Company's Class A
Warrants (the "Warrants") that were originally issued in connection with the
Company's public offering that was consummated in August 1993. The Company is
offering to holders of the Warrants the right, at any time until 5:00 p.m., New
York Time on August 4, 1998, the expiration date of the Warrants (the "Cashless
Exercise Period"), to exercise their Warrants on a "cashless" basis, whereby
warrantholders would receive one share of the Company's Common Stock for each
Warrant surrendered to the Company. During the Cashless Exercise Period, the
holders of Warrants may if they choose, exercise their Warrants on a cashless
basis by forwarding to the Company's Warrant Agent, Continental Stock Transfer &
Trust Company, 2 Broadway, New York, New York 10004, Attention: Compliance
Dept., their Warrant Certificate(s) and cashless election exercise form (which
will be sent to each holder together with this Prospectus). No remittance is
required to make a cashless exercise.
Sales of the shares of Common Stock issuable upon the exercise of the
Warrants could have an adverse effect on the market price of the Company's
Common Stock.
