SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                   Post-Effective Amendment No. 1 to

                                FORM S-8
          Registration Statement under the Securities Act of 1933

                          CALLOWAY'S NURSERY, INC.
             (Exact name of issuer as specified in its charter)

                                 Texas
     (State or other jurisdiction of incorporation or organization)

                               75-2092519
                 (I.R.S. Employer Identification Number)

                     4200 Airport Freeway, Suite 200
                      Fort Worth, Texas 76117-6200
     (Address of Principal Executive Offices, including ZIP Code)

                         CALLOWAY'S NURSERY, INC.
                          STOCK PURCHASE PLAN
                         (Full title of the plan)

                              JAMES C. ESTILL
                             President and CEO
                         Calloway's Nursery, Inc.
                      4200 Airport Freeway, Suite 200
                       Fort Worth, Texas 76117-6200
                  (Name and address of agent for service)

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

                       Deregistration of Securities
                       ----------------------------

   Through the filing of this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8, filed on February 25, 1992,
SEC File No. 33-46170, Calloway's Nursery, Inc. hereby deregisters
any and all securities that were previously registered pursuant to
the Registration Statement that have not been sold or otherwise
issued as of the date hereof.

                               SIGNATURES

    Pursuant to the requirements of the Securities Act, 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 the 17th day of May, 2004.

                             CALLOWAY'S NURSERY, INC.


                             By: /s/ James C. Estill
                                 -------------------
                                 James C. Estill
                                 President and Chief Executive
                                 Officer

                             By:  /s/ Daniel G. Reynolds
                                  ----------------------
                                 Daniel G. Reynolds
                                 Vice President and
                                 Chief Financial Officer


    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT AS AMENDED,
THIS POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT HAS
BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.

 SIGNATURE              TITLE                           DATE

 /s/ James C. Estill     President, Chief Executive   May 17, 2004
--------------------      Officer and Director
James C. Estill

 /s/ John T. Cosby       Vice President and Director  May 17, 2004
------------------
John T. Cosby

                         Vice President and Director
-------------------
John S. Peters

 /s/ George J. Wechsler  Vice President and Director  May 17, 2004
-----------------------
George J. Wechsler

 /s/ Dr. Stanley Block   Director                     May 17, 2004
----------------------
Dr. Stanley Block

                         Director
---------------------
Daniel R. Feehan

 /s/ Timothy J. McKibben Director                     May 17, 2004
------------------------
Timothy J. McKibben