UNITED STATES

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) ~~December~~April 2122, ~~2004~~2005

Easy Gardener Products, Ltd. (Exact name of registrant as specified in charter)

Easy Gardener Products, Ltd.
(Exact name of registrant as specified in charter)

Texas	333-102296	37-1433686
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Texas (State or other jurisdiction of incorporation) 333-102296 (Commission File Number) 37-1433686 (IRS Employer Identification No.)

3022 Franklin Avenue, Waco, Texas	76710
(Address of principal executive offices)	(Zip Code)

~~3022~~Registrants ~~Franklin~~telephone ~~Avenue~~number, ~~Waco,~~including ~~Texas~~area ~~(Address~~code ~~of principal executive offices) 76710~~ (~~Zip Code~~254) 753-5353

~~Registrants~~Not ~~telephone number, including area code (254) 753-5353~~ Applicable

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

Item 82.~~01.~~04 ~~Other~~Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Easy Gardener Products, ~~today announces that its ultimate parent~~Ltd., ~~EYAS~~the ~~International~~Company, ~~Inc.~~ has ~~elected~~completed ~~two~~a ~~new~~preliminary ~~Directors and~~review ~~established three additional Committees~~ of ~~The~~its ~~Board~~financial ofperformance ~~Directors~~for ~~(AMEX:~~the ~~EZY_pa), (Amex:~~quarter ~~EZY.pr.a), (Amex: EZY/PA) (Amex: EZYPRA). The two new Directors are Alan Brumbaugh~~ and ~~David~~nine ~~Harper.~~months ~~Both~~ended ~~Mr.~~March ~~Brumbaugh~~31, ~~and Mr~~2005. ~~Harper~~This ~~meet~~review ~~the~~is ~~standards~~before completion of ~~independence established~~its byindependent ~~the~~auditor’s ~~Amex.~~review ~~Additionally,~~of ~~Wayne Fethke, an existing Director, also meets~~ the ~~standards~~ ofinterim ~~independence~~financial ~~established by the Amex~~statements.

~~Mr.~~Based ~~Brumbaugh has~~on 35this ~~years~~preliminary ofreview, ~~management~~the ~~experience~~Company ~~including~~has ~~over~~exceeded 14the ~~years~~Maximum Senior Leverage Ratio contained in ~~hands-on consulting~~ ~~and~~its senior ~~operating~~loan ~~positions.~~agreements Heat ~~has~~March ~~also~~31, ~~provided financial~~2005. ~~and marketing~~The ~~leadership~~Maximum toSenior aLeverage ~~number~~Ratio ofis ~~companies.~~computed ~~The~~at ~~Board~~the end of ~~Directors~~ ~~has determined~~each ~~that~~quarter ~~Mr.~~and ~~Brumbaugh~~is ~~qualifies~~the asratio anof ~~“audit committee~~senior ~~financial expert”~~debt asdivided ~~defined~~ by the ~~SEC~~latest twelve month Earnings Before Interest, Taxes, Depreciation and isAmortization ~~independent~~(EBITDA). ~~within the~~The ~~meaning~~Maximum ofSenior Leverage Ratio came in at 3.64 or .24 higher than the ~~Securities~~ ~~and~~3.40 ~~Exchange~~permitted ~~Act~~by ofthe ~~1934~~senior loan agreements.

~~-1-~~The Company has notified the senior lenders of this event and is working with them to resolve this matter. The senior lenders have not, at this time, provided any indication as to the course of action they will take on this matter.

~~Mr. Harper has been a co~~-owner and acting President and Controller of D&D Business Enterprises, Inc. since 2001. Mr. Harper has held various senior management positions with publicly traded companies Mr. Harper also has extensive marketing and consulting expertise in the lawn and gardening consumer products industry. 1-

InThe ~~addition~~nine tomonths ~~the~~ended ~~Audit~~March ~~Committee~~31, ~~which~~ is2005 ~~now~~had ~~comprised~~improved ofsales ~~Mr.~~levels ~~Brumbaugh~~of as10% ~~Chairman~~from ~~and~~new ~~Mr.~~products ~~Harper~~ and ~~Mr.~~new ~~Fethke~~distribution, ~~the Board~~when ofcompared ~~Directors~~to ~~also~~the ~~established~~nine amonths ~~Compensation~~ended ~~Committee~~March 31, an2004 ~~Executive~~which ~~Committee~~included ~~and a~~four ~~Strategy~~months ~~Committee.~~of ~~The~~its ~~Compensation~~Predecessor’s ~~Committee~~operations, is(July ~~comprised~~through October of Mr2004). ~~Harper~~However, ascool ~~Chairman~~ and ~~Mr.~~wet ~~Fethke.~~spring ~~The~~weather ~~Executive~~delayed ~~Committee~~the isbeginning ~~comprised~~ of ~~Mr.~~the ~~Fethke,~~gardening ~~Chairman and Mr~~season. ~~Grandy~~ ~~and~~Increased ~~Mr.~~petrochemical ~~Kurz.~~costs ~~Mr.~~resulted ~~Grandy~~in ~~and~~increased ~~Mr.~~product ~~Kurz~~cost ~~are~~and ~~the~~increased ~~remaining~~fuel ~~members~~costs, ofwhich ~~the~~negatively ~~five~~impacted ~~member Board~~freight ofcosts. ~~Directors~~These ~~and~~matters ~~are~~resulted ~~also~~in ~~officer/employees of~~ the Company. ~~The~~exceeding ~~Strategy~~the ~~Committee is~~Maximum ~~comprised~~Senior ofLeverage ~~Mr.~~Ratio ~~Grandy,~~at ~~Chairman~~March 31, ~~and Mr~~2005. ~~Fethke and Mr. Harper.~~

The Company believes that ~~with~~ the ~~selection~~ ofchanges ~~the~~it ~~Directors~~has and ~~their~~is ~~appointment~~continuing to ~~the~~make ~~indicated~~in ~~Committees,~~its ~~the~~operations ~~Company is~~and inits ~~compliance~~new ~~with~~product ~~all~~development ~~applicable~~activities ~~Amex~~will ~~and~~allow ~~SEC~~it ~~rules.~~to grow more profitably in the future.

Effective November 1, 2003, the Company commenced operations after acquiring assets and assuming liabilities from another company including the liabilities for the 9.40% Cumulative Trust Preferred Securities which are traded on the Amex. SIGNATURES

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

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

Date: April 22, 2005.	EASY GARDENER PRODUCTS, LTD.

		By: EG Product Management, L.L.C.
		It’s General Partner

		By: /S/Richard M. Kurz
		Name: Richard M. Kurz
		Title: Manager/CFO

Date: December 21, 2004. EASY GARDENER PRODUCTS, LTD. By: EG Product Management, L.L.C. It’s General Partner By: /S/ Richard M. Kurz —————————————— Name: Richard M. Kurz Title: Manager/CFO-2-

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